0001114927-23-000013.txt : 20230522 0001114927-23-000013.hdr.sgml : 20230522 20230522135049 ACCESSION NUMBER: 0001114927-23-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20230522 DATE AS OF CHANGE: 20230522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NORTHERN COMMUNITY BANCORP CENTRAL INDEX KEY: 0001114927 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 680450397 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30707 FILM NUMBER: 23943701 BUSINESS ADDRESS: STREET 1: 195 N FIRST STREET CITY: DIXON STATE: CA ZIP: 95620 BUSINESS PHONE: 7076783041 MAIL ADDRESS: STREET 1: 195 N FIRST STREET CITY: DIXON STATE: CA ZIP: 95620 8-K 1 form8_k.htm FIRST NORTHERN COMMUNITY BANCORP FORM 8-K DATED MAY 16, 2023 ANNUAL MEETING TABULATIONS

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   May 16, 2023
(Date of Earliest event reported)

FIRST NORTHERN COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)

California
000-30707
68-0450397
(State of Incorporation)
(Commission File No.)
(IRS Employer ID Number)

195 North First Street,
P.O. Box 547,
Dixon, California


95620
(Address of principal executive offices)
(Zip Code)

707) 678-3041
(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 Instruction 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:

Title of each class Trading Symbol(s)Name of each exchange on which registered
                                                                                                        None                                                                   Not Applicable

 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 May 16, 2023, First Northern Community Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders acted upon the three proposals listed below.  The final results for the votes regarding each proposal are set forth below.

1.
To elect the following eleven (11) persons to the Board of Directors to serve until the 2024 Annual Meeting of Shareholders or until their respective successors shall be elected and qualified:


Director


Votes For
Against or Authority Withheld

Broker
Non-Votes
Patrick R. Brady
8,458,358
36,434
2,057,446
John M. Carbahal
8,458,358
36,434
2,057,446
Gregory DuPratt
8,458,358
36,434
2,057,446
Barbara A. Hayes
8,457,675
37,117
2,057,446
Richard M. Martinez
8,458,358
36,434
2,057,446
Foy S. McNaughton
8,433,443
61,349
2,057,446
Sean P. Quinn
8,458,358
36,434
2,057,446
Daniel F. Ramos
8,458,104
36,688
2,057,446
Mark C. Schulze
8,434,126
60,666
2,057,446
Jeremiah Z. Smith
8,458,339
36,453
2,057,446
Louise A. Walker
8,457,678
37,117
2,057,446

2.
To approve an amendment to Article 4 of the amended Articles of Incorporation to increase the number of shares of common stock authorized for issuance and to remove now-inoperative language authorizing preferred stock in connection with the US Department of the Treasury’s Capital Purchase Program:

For
Against
Abstain
8,339,343
76,705
78,744

3.
To approve a non-binding advisory proposal on the compensation of the Company’s named Executive Officers:

For
Against
Abstain
7,842,207
141,661
510,924

4.
To approve a non-binding advisory proposal regarding the frequency of shareholder votes on executive compensation.

Annually
Every Two Years
Every Three Years
Abstain
2,307,867
130,357
5,967,950
70,268

5.
To ratify the appointment by the Audit Committee of the Board of Directors of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

For
Against
Abstain
10,491,998
258
59,982

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.

Date:  May 22, 2023
First Northern Community Bancorp
(Registrant)
 
  
 
  
 
/s/ Jeremiah Z. Smith
 
By: Jeremiah Z. Smith
 
President/Chief Executive Officer