UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

 

Filed by the Registrant  x

Filed by a party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary proxy statement
¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
¨ Definitive proxy statement
x Definitive additional materials
¨ Soliciting material under Rule 14a-12

 

CRESCENT FINANCIAL BANCSHARES, INC.

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

 

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
 
 
  (2) Aggregate number of securities to which transaction applies:
 
 
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
  (4) Proposed maximum aggregate value of transaction:
 
 
  (5) Total fee paid:
 
 
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  (1) Amount Previously Paid:
 
 
  (2) Form, Schedule or Registration Statement No.:
 
 
  (3) Filing Party:
 
 
  (4) Date Filed:
 
 

 

 
 

 

REVOCABLE PROXY

 

CRESCENT FINANCIAL BANCSHARES, INC.

3600 Glenwood Avenue, Suite 300

Raleigh, North Carolina 27612

 

APPOINTMENT OF PROXY

SOLICITED BY BOARD OF DIRECTORS

 

The undersigned hereby appoints Lee H. Roberts and Terry S. Earley (the “Proxies”), or any of them, as attorneys and proxies, with full power of substitution, to vote all outstanding shares of the common stock of Crescent Financial Bancshares, Inc. (the “Company”) held of record by the undersigned on March 30, 2012, at the Combined 2011-2012 Annual Meeting of Stockholders of the Company to be held at Crescent State Bank – Operations Center, 206 High House Road, Cary, North Carolina, at 3:00 p.m. on May 8, 2012, and at any adjournments thereof:

 

1.ELECTION OF DIRECTORS: Proposal to elect twelve directors of the Company for one-year terms.

 

¨ FOR all nominees listed below (except as indicated otherwise below) ¨ WITHHOLD AUTHORITY to vote for all nominees listed below

 

Nominees

J. Adam Abram

Brent D. Barringer

David S. Brody

Alan N. Colner

Scott M. Custer

Thierry Ho

Steven J. Lerner

James A. Lucas, Jr.

Charles A. Paul, III

Jon S. Rufty

A. Wellford Tabor

Nicolas D. Zerbib

 

Instruction: To withhold authority to vote for any individual nominee, write that nominee’s

name on the line provided.

 

 

 

2.RATIFICATION OF NON-BINDING SHAREHOLDER RESOLUTION REGARDING EXECUTIVE COMPENSATION: Proposal to ratify and approve a non-binding stockholder resolution regarding the Company’s executive compensation policies and practices and compensation paid to executive officers.

 

¨    FOR                                        ¨    AGAINST                                        ¨    ABSTAIN

 

3.RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2012.

 

¨    FOR                                        ¨    AGAINST                                        ¨    ABSTAIN

 

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4.OTHER BUSINESS: The Proxies are authorized to vote the shares represented by this Appointment of Proxy according to their best judgment on such other matters as may be presented for action at the Annual Meeting.

 

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE OR FOLLOW THE INSTRUCTIONS TO APPOINT YOUR PROXY VIA THE INTERNET.

 

THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY THE PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE OF INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1 ABOVE AND “FOR” PROPOSALS 2 AND 3. IF, AT OR BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 1 FOR ANY REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR ARE UNABLE TO SERVE AS DIRECTORS, THE PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR NOMINEES. THIS APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY EXECUTED APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND REQUESTING THE RIGHT TO VOTE IN PERSON.

 

 

  Date:                                                              , 2012
   
   
                                                                      (SEAL)
  (Signature)
   
   
                                                                      (SEAL)
  (Signature, if shares held jointly)

 

  Instruction: Please sign above exactly as your name appears on this appointment of proxy. Joint owners of shares should both sign. Fiduciaries or other persons signing in a representative capacity should indicate the capacity in which they are signing.

 

To VOTE AND APPOINT YOUR PROXY VIA THE Internet

 

Your internet vote and appointment of proxy is quick, confidential and your vote is immediately submitted. Just follow these easy steps:

 

1.Read the accompanying Proxy Statement.
2.Visit our website www.crescentstatebank.com/proxy and click on the link for proxy voting.
3.When prompted for your Voter Control Number, enter the number printed just above your name on the proxy card.

 

Please note that all appointments and votes cast by internet must be completed and submitted on or prior to May 7, 2012 (one day prior to the meeting date). Your internet vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card. You may revoke your internet appointment by revisiting our website and changing your vote prior to May 7, 2012 or by any method sufficient to revoke an appointment of proxy as set forth above.

 

This is a “secured” web page site. Your software and/or internet provider must be “enabled” to access this site. Please call your software or internet provider for further information if needed.

 

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