UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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:
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Trading |
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N/A |
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N/A |
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 April 25, 2024, Wilson Bank Holding Company (the "Company") held its 2024 Annual Meeting of Shareholders (the "Shareholders Meeting") for which the Company's Board of Directors solicited proxies, at 5:00 p.m. (CDT). At the Shareholders Meeting, the Company's shareholders voted on the proposals as described in detail in the Company's definitive proxy statement for the Shareholders Meeting which was filed with the Securities and Exchange Commission on March 22, 2024 (the "Proxy Statement"). The proposals voted on and approved by the Company's shareholders at the Shareholders Meeting were as follows:
(1) To elect three (3) Class II directors to hold office for a term of three (3) years until the Company's Annual Meeting of Shareholders in 2027 and one (1) Class I director to hold office for a term of two (2) years until the Company's Annual Meeting of Shareholders in 2026, and in each case until their successors are duly elected and qualified. Each such director was elected by the following tabulation:
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For |
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Against |
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Withhold Authority |
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Broker Non-Votes |
Class II Directors |
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Jack W. Bell |
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6,120,437 |
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— |
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31,321 |
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— |
H. Elmer Richerson |
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6,124,026 |
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— |
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27,732 |
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— |
John C. McDearman III |
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6,124,027 |
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— |
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27,731 |
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— |
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For |
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Against |
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Withhold Authority |
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Broker Non-Votes |
Class I Director |
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Lisa Pominski |
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6,097,307 |
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— |
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54,451 |
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— |
In addition to the foregoing, the remaining directors not up for re-election at the Shareholders Meeting continue to serve on the Company's Board of Directors.
(2) The ratification of the appointment of Maggart & Associates, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved by the following tabulation:
For |
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Against |
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Abstain |
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Broker Non-Votes |
6,043,382 |
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19,982 |
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88,394 |
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— |
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.
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WILSON BANK HOLDING COMPANY |
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Date: |
April 29, 2024 |
By: |
/s/ John C. McDearman III |
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John C. McDearman III |