Current Report Filing (8-k)
May 18 2023 - 11:58AM
Edgar (US Regulatory)
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2023-05-16
2023-05-16
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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 16, 2023
|
New
Peoples Bankshares, Inc. |
|
(Exact
name of registrant as specified in its charter) |
Virginia |
|
000-33411 |
|
31-1804543 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
67
Commerce Drive
Honaker,
Virginia |
|
24260 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (276)
873-7000 |
|
N/A
(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:
|
|
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 |
None |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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. [ ]
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in Exhibit 99.1 attached
to this Current Report on Form 8-K contains some forward-looking statements. These forward-looking statements are based on current expectations
that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying
assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions;
the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the
management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues;
and other risks detailed from time to time in the Company's Securities and Exchange Commission reports including, but not limited to,
the most recent quarterly report filed on Form 10-Q, current reports filed on Form 8-K, and the Annual Report on Form 10-K for the most
recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking
statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Item 5.07 Submission of Matters to a Vote of Security
Holders
New Peoples Bankshares, Inc. (the “Company”)
held its 2023 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 16, 2023. A total of 23,834,444 shares of the
Company’s Common Stock were entitled to vote as of March 22, 2023, the record date for the Annual Meeting. There were 16,007,479
shares present at the Annual Meeting in person or by proxy, and the shareholders voted on two proposals.
Proposal 1: Election of Directors
The shareholders elected two directors to serve three-year
terms expiring in 2026. The two directors elected to serve the three-year terms were Gina D. Boggess and John D. Cox. The results of the
vote were as follows:
Nominees |
|
Votes FOR |
|
Votes Withheld |
|
Broker Non-Votes |
|
Uncast Votes |
|
|
|
|
|
|
|
|
|
Gina D. Boggess |
|
15,278,749 |
|
23,564 |
|
705,166 |
|
- |
John D. Cox |
|
15,258,244 |
|
44,069 |
|
705,166 |
|
- |
Proposal 2: Ratification of the Appointment of
Independent Registered Public Accounting Firm
The shareholders voted to ratify the Company’s
Audit Committee of the Board of Directors’ appointment of Yount, Hyde & Barbour P.C. to serve as its independent registered
public accounting firm for the year ending December 31, 2023. The results of the vote follow:
Votes FOR |
|
Votes AGAINST |
|
Votes ABSTAIN |
|
Uncast Votes |
|
|
|
|
|
|
|
15,987,851 |
|
10,689 |
|
8,939 |
|
- |
|
|
|
|
|
|
|
On May 16, 2023, members of management of the Company
made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1, and is being furnished
to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
|
|
NEW PEOPLES
BANKSHARES, INC. |
|
|
|
|
Date: |
May 18,
2023 |
|
By: |
/s/
Christopher G. Speaks |
|
|
|
Christopher G. Speaks |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
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