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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: May 13, 2025

RIVER FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Alabama

333-205986

46-1422125

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2611 Legends Drive

Prattville, Alabama

36066

(Address of Principal Executive Offices)

(Zip Code)

(334) 290-1012

(Registrant’s telephone number, including area code)

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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

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.

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ITEM 5.07 Submission of Matter to a Vote of Security Holders.

 

On May 13, 2025, River Financial Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Summarized below is a description of the matters voted on at the Annual Meeting and the final results of such voting.

 

Proposal - Election of Directors

 

The stockholders elected each of the director nominees to serve as directors until the Company’s 2026 annual meeting of stockholders and until their successors have been elected and qualified. Each of the director nominees, with the exception of Jerry C. Kyser, Jr., was a current director of the Company who was re-elected. The voting for each of the directors at the Annual Meeting was as follows:

 

Name

Votes For

Votes Against

Abstain

Broker non-votes

Larry Puckett

4,174,194

 

 

 

 

 

38,750

 

Gerald R. Smith, Jr.

4,170,694

 

 

 

 

 

42,250

 

John A. Freeman

4,207,444

 

 

 

 

 

5,500

 

W. Murray Neighbors

4,169,694

 

 

 

 

 

43,250

 

Vernon B. Taylor

4,169,694

 

 

 

 

 

43,250

 

James M. Stubbs

4,175,194

 

 

 

 

 

37,750

 

Charles R. Moore, III

4,208,444

 

 

 

 

 

4,500

 

Brian McLeod

4,175,194

 

 

 

 

 

37,750

 

Jerry C. Kyser, Jr.

4,204,240

 

 

8,704

 

 

 

 

 

Proposal - Approval of 2025 Incentive Stock Compensation Plan (the "Plan")

 

The stockholders approved the Plan. The vote regarding the Plan at the Annual Meeting was as follows:

Name

Votes For

Votes Against

Abstain

Broker non-votes

 

3,990,712

 

 

17,858

 

 

204,374

 

 

The Plan is filed as an exhibit to the Company's Report on Form 8-K filed on February 20, 2025 and is incorporated herein by reference.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

4.3

 

 

River Financial 2025 Incentive Stock Compensation Plan filed as an exhibit to the Registrant’s Current Report on Form 8-K/A on February 20, 2025 and incorporated by reference.

 

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

RIVER FINANCIAL CORPORATION

 

 

 

 

Date: May 14, 2025

 

 

 

By

 

/s/ James M. Stubbs

 

 

 

 

 

 

James M. Stubbs

 

 

 

 

 

 

Chief Executive Officer

 

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