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 (see General Instruction A.2. below):
CFR 240.14d-2(b))
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 21, 2025, the stockholders of Rhinebeck Bancorp, Inc. (the “Company”) approved the Rhinebeck Bancorp, Inc. 2025 Equity Incentive Plan (the “Equity Plan”). A description of the material terms and conditions of the Equity Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders of the Company held on May 21, 2025, which was filed with the Securities and Exchange Commission on April 15, 2025. A copy of the Equity Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of the Company was held on May 21, 2025. The final results of the vote on each matter submitted to a vote of stockholders are as follows:
| 1. | The following individuals were elected as directors of the Company, each for a three-year term or until his successor is duly elected and qualified, by the following vote: |
| For |
| Withhold |
| Broker Non-Votes | |
Freddimir Garcia | 8,990,560 | 652,475 | 765,037 | |||
Suzanne Rhulen Loughlin | 8,992,834 | 650,201 | 765,037 | |||
Donald E. Beeler, Jr. | 9,030,700 | 612,335 | 765,037 |
| 2. | The Rhinebeck Bancorp, Inc. 2025 Equity Incentive Plan was approved by the following vote: |
For |
| Against |
| Abstentions | Broker Non-Votes | |
9,348,025 | 220,829 | 74,181 | 765,037 |
| 3. | The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the following vote: |
For |
| Against |
| Abstentions |
10,203,446 | 107,725 | 96,901 |
| 4. | The compensation of the Company's named executive officers, as described in the Company’s proxy statement dated April 15, 2025, was approved on an advisory (non-binding) basis by the following vote: |
For |
| Against |
| Abstentions | Broker Non-Votes | |
9,290,578 | 240,974 | 111,483 | 765,037 |
| 5. | An annual advisory (non-binding) vote on executive compensation was approved on an advisory (non-binding) basis by the following vote: |
1 Year |
| 2 Year |
| 3 Year | Abstentions | Broker Non-Votes | ||
9,393,940 | 32,878 | 114,614 | 101,603 | 765,037 |
In light of such vote, the Company has determined to hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers each year.
Item 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Businesses Acquired. | Not Applicable. | |
(b) | Pro Forma Financial Information. | Not Applicable. | |
(c) | Shell Company Transactions. | Not Applicable. | |
(d) | Exhibits |
| |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL). | |
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.
RHINEBECK BANCORP, INC. | |
DATE: May 21, 2025 | By: /s/ Michael J. Quinn |
Michael J. Quinn | |
President and Chief Executive Officer |