Current Report Filing (8-k)

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): May 19, 2020

Summit Financial Group, Inc.

(Exact name of registrant as specified in its charter)



West Virginia	0-16587	55-0672148
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)



300 North Main Street
Moorefield	West Virginia	26836
(Address of principal executive offices)		(Zip Code)

(304)530-1000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or 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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	SMMF	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 5 - Corporate Governance and Management

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


(a)	Summit Financial Group, Inc. (the “Company”) held its virtual Annual Meeting of Shareholders on May 19, 2020 for the purpose of considering and voting upon the following:


i.	To elect one (1) director to serve until the Annual Meeting in 2021 and to elect five (5) directors to serve until the Annual Meeting in 2023;


ii.	To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and


iii.	To transact such other business as may properly come before the Meeting.


(b)	The total number of shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting was 12,982,305 shares of which 10,928,241 shares voted representing 84.18%. The holders of common stock of the Company voted on two proposals. No other business was brought before the meeting.

The results of the voting on the two proposals were as follows:


(i)	Proposal 1 - To elect one (1) director to serve until the Annual Meeting in 2021 and five (5) directors to serve until the Annual Meeting in 2023.

The following director was elected to serve until the Annual Meeting in 2021:



	VOTES FOR	VOTES WITHHELD	ABSTENTIONS	BROKER NON-VOTES

Ronald B. Spencer	9,480,274	135,684	—	1,312,283

The following directors were elected to serve until the Annual Meeting in 2023:



	VOTES FOR	VOTES WITHHELD	ABSTENTIONS	BROKER NON-VOTES

Ronald L. Bowling	7,734,304	1,890,912	—	1,312,283
J. Scott Bridgeforth	9,406,623	213,831	—	1,312,283
Georgette R. George	8,851,898	773,317	—	1,312,283
John B. Gianola	8,374,746	1,245,974	—	1,312,283
John H. Shott	9,478,220	146,996	—	1,312,283


(ii)	Proposal 2 - To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020:



VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES

10,815,677	92,614	19,951	—

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.