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

 

Date of report (Date of earliest event reported) April 23, 2014

 

City National Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

Registrant’s Telephone Number, Including Area Code: (213) 673-7700

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Items 5.02                                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 23, 2014, Mr. Clifford Gilbert-Lurie was elected to the Board of Directors (the “Board”) of City National Corporation (the “Corporation”) and to the board of directors of its subsidiary, City National Bank, effective June 18, 2014.  A copy of the press release announcing Mr. Gilbert-Lurie’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.  Mr. Gilbert-Lurie has been appointed to serve as a member of the Wealth Management & Fiduciary Committee of the Board, effective June 18, 2014.

 

Mr. Gilbert-Lurie will be eligible to participate in the non-employee director compensation arrangements generally available to all non-employee members of the Board.  The annual compensation for non-employee directors, as currently in effect, includes the following:  (i) an annual cash retainer of $25,000 paid on the date of the annual stockholders meeting, which may be deferred in whole or in part to one or more investment options, including the City National Corporation stock fund (“CNC Stock Fund”); (ii) an annual cash award of $35,000 paid on the date of the annual stockholders meeting and automatically deferred into the CNC Stock Fund; (iii) a cash payment of $2,500 for attendance at each meeting of the Board; and (iv) a cash payment of $2,000 for attendance at each meeting of any committee of the Board to which he is appointed.

 

On April 23, 2014, the Board appointed Peter Thomas as Lead Independent Director of the Board.

 

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

 

On April 23, 2014, the Corporation held its annual meeting of stockholders.  The Corporation’s stockholders approved each of the three proposals detailed in the Corporation’s 2014 Proxy Statement.

 

Proposal 1

 

Ten nominees to the Board were elected by a majority of votes cast for a term of one year or until their successors are duly elected and qualified.  The voting results are as follows:

 

Name		For		Against		Abstain		Broker Non-Vote
Russell Goldsmith		47,889,355		754,626		19,925		3,320,319
Bram Goldsmith		46,381,898		2,256,164		25,844		3,320,319
Mohamad Ali		48,517,595		98,777		47,534		3,320,319
Richard L. Bloch		45,639,212		3,004,878		19,816		3,320,319
Kenneth L. Coleman		47,542,439		1,098,914		22,553		3,320,319
Ashok Israni		48,527,948		93,508		42,450		3,320,319
Bruce Rosenblum		47,616,695		1,025,510		21,701		3,320,319
Peter M. Thomas		48,352,877		289,440		21,589		3,320,319
Robert H. Tuttle		28,104,579		20,510,810		48,517		3,320,319
Christopher Warmuth		46,393,640		2,251,859		18,407		3,320,319

 

2

 

Proposal 2

 

The stockholders ratified the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2014.  The voting results are as follows:

 

For		Against		Abstain		Broker Non-Vote
51,659,700		280,597		43,910		—

 

Proposal 3

 

The advisory vote on executive compensation received the vote of the majority of shares represented and entitled to vote at the meeting.  The voting results are as follows:

 

For		Against		Abstain		Broker Non-Vote
42,351,027		6,234,041		78,838		3,320,319

 

Items 9.01                                      Exhibits.

 

(d)                                                         Exhibits.

 

Exhibt 99.1  Press release dated April 29, 2014.

 

SIGNATURES

 

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 hereunto duly authorized.

 

	CITY NATIONAL CORPORATION
April 29, 2014	/s/ Michael B. Cahill
	Michael B. Cahill
	Executive Vice President, General Counsel
	and Corporate Secretary

 

3