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 20, 2021

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

Indiana

001-38258

20-5747400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

410 Monon Boulevard
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

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:

¨	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 Stock, without par value	MBIN	NASDAQ
Series A Preferred Stock, without par value	MBINP	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value	MBINO	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value	MBINN	NASDAQ

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.

Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 20, 2021. Matters voted upon were:

(1)

election of nine (9) directors to the Company’s Board of Directors; and

(2)

ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below.

Election of nine (9) members to the Company’s Board of Directors to serve until the Company’s 2022 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death:

Director Nominee	For		Withheld		Broker Non-Votes
Michael F. Petrie		24,943,632		369,414		932,978
Randall D. Rogers		24,640,986		672,060		932,978
Michael J. Dunlap		24,928,479		384,567		932,978
Scott A. Evans		24,918,979		394,067		932,978
Sue Anne Gilroy		22,546,754		2,766,292		932,978
Andrew A. Juster		23,484,961		1,828,085		932,978
Patrick D. O’Brien		23,494,074		1,818,972		932,978
Anne E. Sellers		23,486,316		1,826,730		932,978
Davie N. Shane		23,232,397		2,080,649		932,978

Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.

For				Against				Abstentions				Broker Non-Votes
	26,238,708				162				7,154				0

Item 8.01 Other Events.

On May 21, 2020, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:

$0.09 per share on the Company’s outstanding shares of its common stock;

$0.4375 per share on the Company’s outstanding shares of its 7% Series A preferred stock;

A dividend of $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series B preferred stock;

An initial dividend of $16.3366 per share (equivalent to $0.4084 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock that were issued on March 23, 2021; and

An initial dividend of $9.1685 per share (equivalent to $0.2292 per depositary share), on the Company’s outstanding shares of its 6% Series C preferred stock that were issued in a private placement on May 6, 2021.

Each of the dividends are payable on July 1, 2021 to shareholders of record on June 15, 2021. The press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release dated May 20, 2021 issued by Merchants Bancorp.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

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.