sec8kvotingresults051111.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

May 11, 2011
Date of Report (Date of earliest event reported)

OHIO VALLEY BANC CORP.
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation)

0-20914
31-1359191
(Commission File Number)
(IRS Employer Identification No.)

420 Third Avenue, Gallipolis, Ohio
45631
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (740) 446-2631

Not Applicable
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 [ ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 5.07  Submission of Matters to a Vote of Security Holders.

The Registrant held its annual meeting of shareholders (the “Annual Meeting”) on May 11, 2011 in Gallipolis, Ohio.  At the Annual Meeting, the shareholders voted on five proposals.  The proposals are described in detail in the Proxy Statement.

Proposal 1
Registrant’s shareholders elected one individual to the Board of Directors for a term expiring in 2013, as set forth below:

Name
Votes For
Votes Withheld
Broker Non-Votes
   
Harold A. Howe
2,446,489
295,680
457,436
   

Proposal 2
Registrant’s shareholders elected two individuals to the Board of Directors for a term expiring in 2014, as set forth below:

Name
Votes For
Votes Withheld
Broker Non-Votes
   
Brent A. Saunders
2,427,596
314,573
457,436
   
David W. Thomas
2,710,388
  31,781
457,436
   

Proposal 3
Registrant’s shareholders approved, in a non-binding vote, the compensation of the Company’s named executive officers disclosed in the proxy statement, as set forth below:

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
 
2,602,004
67,118
73,047
457,436
 

Proposal 4
Registrant’s shareholders recommended, in a non-binding vote, the frequency of shareholder votes on the Company’s named executive officer compensation, as set forth below:

 
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
 
770,503
1,856,846
70,510
44,311
457,435

Proposal 5
Registrant’s shareholders ratified the selection of Crowe Horwath LLP as the Registrant’s independent registered public accounting firm for fiscal year 2011, as set forth below:

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
 
3,151,755
11,399
29,026
7,425
 
 
 
 
 
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
OHIO VALLEY BANC CORP.
 
Date:
  May 13, 2011
By:
/s/ Jeffrey E. Smith
   
Name:
 Jeffrey E. Smith
   
Title:
 Chairman and Chief Executive Officer