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 22, 2019

First Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

Indiana		0-25023		35-2056949
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

220 Federal Drive N.W., Corydon, Indiana 47112

(Address of Principal Executive Offices) (Zip Code)

(812) 738-2198

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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

Securities registered pursuant to Section l2(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		FCAP		NASDAQ

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

First Capital, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 22, 2019. Matters voted upon were: (1) election of five directors of one class of the Company’s Board of Directors to serve for three years and until the election and qualification of their successors; (2) ratification of the appointment of Monroe Shine & Co. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019; (3) approval of a non-binding advisory proposal on Executive Compensation; (4) a non-binding advisory vote on the frequency of the non-binding advisory proposal on Executive Compensation; and (5) approval of the First Capital, Inc. 2019 Equity Incentive Plan. 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. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number:

1. Election of five members of one class of the Company’s Board of Directors to serve for three years and until the election and qualification of their successors:

Director Nominee	For	Against	Abstentions	Broker Non-Votes
Christopher L. Byrd	1,474,304	119,443	4,231	871,955
Pamela G. Kraft	1,468,753	124,733	4,492	871,955
Mark D. Shireman	1,419,754	175,652	2,571	871,955
Michael L. Shireman	1,392,653	202,688	2,637	871,955
Samuel E. Uhl	1,380,409	212,266	5,303	871,955

2. Ratification of the appointment of Monroe Shine & Co. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.

For		Against		Abstentions		Broker Non-Votes
2,437,480		29,991		2,462		0

3. Approval of a non-binding advisory proposal on Executive Compensation.

For		Against		Abstentions		Broker Non-Votes
1,438,761		102,184		57,033		871,955

4. A non-binding advisory vote on the frequency of the non-binding advisory proposal to approve Executive Compensation.

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
1,375,521		70,963		96,152		55,342		871,955

5. Approval of the First Capital, Inc. 2019 Equity Incentive Plan.

For		Against		Abstentions		Broker Non-Votes
1,482,096		50,326		65,555		871,955

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.

	FIRST CAPITAL, INC.


Date: May 23, 2019	By:	/s/ M. Chris Frederick
		Name: M. Chris Frederick
		Title: Executive Vice President and Chief Financial Officer