Current Report Filing (8-k)
May 19 2022 - 10:34AM
Edgar (US Regulatory)
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2022-05-19
2022-05-19
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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 19, 2022
Landmark
Bancorp, Inc.
(Exact
name of registrant as specified in charter)
Delaware |
|
0-33203 |
|
43-1930755 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
701
Poyntz Avenue
Manhattan,
Kansas 66502
(Address
of principal executive offices) (Zip code)
(785)
565-2000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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
Stock, par value $0.01 per share |
|
LARK |
|
Nasdaq
Global Market |
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)) |
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. ☐
Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
On
May 18, 2022, Landmark Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the
4,997,459 shares of common stock eligible to vote at the Annual Meeting, 4,043,894 shares were represented in person or by proxy, representing
approximately 80.9% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the
Annual Meeting are as follows:
1)
|
Election
of three Class III members of the board of directors to serve a three-year term expiring in 2025: |
Name | |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
Patrick L. Alexander | |
| 1,648,535 | | |
| 1,104,719 | | |
| 135,501 | | |
| 1,155,139 | |
Jim W. Lewis | |
| 2,712,376 | | |
| 169,423 | | |
| 6,956 | | |
| 1,155,139 | |
Michael E. Scheopner | |
| 2,792,655 | | |
| 88,548 | | |
| 7,552 | | |
| 1,155,139 | |
2)
|
Approval,
in a non-binding, advisory vote, of the compensation of our named executive officers (“say-on-pay”) disclosed in the
Company’s definitive proxy statement, which was filed on April 14, 2022: |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| 2,415,949 | | |
| 462,301 | | |
| 10,505 | | |
| 1,155,139 | |
3)
|
Ratification
of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December
31, 2022: |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| 3,988,614 | | |
| 41,951 | | |
| 13,329 | | |
| - | |
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 hereunto duly authorized.
Date:
May 19, 2022 |
Landmark
Bancorp, Inc. |
|
|
|
|
By: |
/s/
Mark A. Herpich |
|
Name: |
Mark
A. Herpich |
|
Title: |
Vice
President, Secretary, Treasurer, and Chief Financial Officer |
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