8-K 1 pfbi8k061919.htm PREMIER FINANCIAL BANCORP, INC. FORM 8-K JUNE 19, 2019
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) June 19, 2019

PREMIER FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)

Commission file number 000-20908

Kentucky
  
61-1206757
(State or other jurisdiction of incorporation organization)
  
(I.R.S. Employer Identification No.)
     
2883 Fifth Avenue
Huntington, West Virginia
  
 
25702
(Address of principal executive offices)
  
(Zip Code)
     
Registrant’s telephone number    (304) 525-1600

Not Applicable
Former name or former address, if changes 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 (see General Instruction A.2 below):

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

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

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

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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, no par value
PFBI
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.  ☐
PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07  Submission of Matters to a Vote of Security Holders

On June 19, 2019, Premier Financial Bancorp, Inc. (“Premier”) held its annual meeting of shareholders. The results of voting on the resolutions set forth in the annual meeting proxy statement follow:

(a)
Annual meeting of the shareholders was held June 19, 2019.

(b)
All director nominees were elected.

(c)
Certain matters voted upon at the meeting and the votes cast with respect to such matters are as follows:

(i)          The following were elected as directors of Premier for a term of one year.

Director
  
Votes Received
    
Votes Withheld
    
Broker Non-votes
  
1.          Toney K. Adkins
    
9,437,669
      
327,949
      
2,957,696
  
2.          Philip Cline
    
9,404,151
      
361,467
      
2,957,696
  
3.          Harry Hatfield
    
8,704,665
      
1,060,953
      
2,957,696
  
4.          Lloyd G. Jackson, II
    
9,394,975
      
370,643
      
2,957,696
  
5.          Keith F. Molihan
    
8,290,542
      
1,475,076
      
2,957,696
  
6.          Marshall T. Reynolds
    
8,609,586
      
1,156,032
      
2,957,696
  
7.          Neal Scaggs
    
8,205,153
      
1,560,465
      
2,957,696
  
8.          Robert W. Walker
    
9,435,530
      
330,088
      
2,957,696
  
9.          Thomas W. Wright
    
9,222,701
      
542,917
      
2,957,696
  

(ii)          Ratification of Crowe LLP as independent auditors of Premier for 2019.  Votes for 12,626,792; votes against 51,575; votes abstained 44,947.

(iii)          Approve proposal on executive compensation in an advisory vote.  Votes for 9,162,336; votes against 241,171; votes abstained 362,111; broker non-votes 2,957,696.

(iv)        Adopt a proposal on frequency of shareholder vote on executive compensation in an advisory vote.  Votes for a frequency of one-year 8,141,383; votes for a frequency of every two-years 104,640; votes for a frequency of every three-years 1,105,862; votes abstained 413,733; broker non-votes 2,957,696.

PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT


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.


PREMIER FINANCIAL BANCORP, INC.
(Registrant)

/s/ Brien M. Chase                                                
Date: June 20, 2019                        Brien M. Chase, Senior Vice President
  and Chief Financial Officer