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

 

May 17, 2022

(Date of Report - Date of earliest event reported on)

 

cmtv_8kimg1.jpg

 

Community Bancorp /VT

(Exact name of Registrant as Specified in its Charter)

 

Vermont

 

000-16435

 

03-0284070

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

4811 US Route 5, Derby, Vermont

 

05829

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant's Telephone Number: (802) 334-7915

 

Not Applicable

(Former name, former address, if changed 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:

 

☐    Written communications pursuant to Rule 425 under the Securities Act (17CFR 203.425)

☐    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))

 

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders

 

The following matters were submitted to a vote of security holders, at the Annual Meeting of Shareholders of Community Bancorp. on May 17, 2022:

 

Proposal 1.

To elect five incumbent directors to serve until the Annual Meeting of Shareholders in 2025;

 

 

Proposal 2.

To vote on an advisory (non-binding) resolution to approve the compensation of our executive officers; and

 

 

Proposal 2.

To ratify the selection of the independent registered public accounting firm of Berry Dunn McNeil & Parker, LLC (BerryDunn) as the Corporation’s external auditors for the fiscal year ending December 31, 2022.

 

As of March 23, 2022, the record date for the Annual Meeting, there were 5,377,740 shares of the Company’s $2.50 par value common stock outstanding, and each share was entitled to one vote on all matters submitted to the shareholders for vote at the meeting.

 

The vote results are as follows:

 

 

 

 

 

 

 

 

 

AUTHORITY

 

 

 

 

 

 

 

 

 

 

 

 

WITHHELD/

 

 

BROKER

 

MATTER

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

NON-VOTE

 

Proposal 1.  Election of Incumbent Directors:

 

 

 

 

 

 

 

 

 

 

 

 

David P. Laforce

 

 

2,489,302

 

 

 

N/A

 

 

 

76,914

 

 

 

798,867

 

Stephen P. Marsh

 

 

2,150,296

 

 

 

N/A

 

 

 

415,920

 

 

 

798,867

 

Carol A. Martin

 

 

2,544,837

 

 

 

N/A

 

 

 

22,710

 

 

 

798,867

 

Jeffrey L. Moore

 

 

2,543,209

 

 

 

N/A

 

 

 

23,007

 

 

 

798,867

 

Frederic Oeschger

 

 

2,523,795

 

 

 

N/A

 

 

 

42,421

 

 

 

798,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 2.  Executive Compensation

 

 

2,235,952

 

 

 

73,480

 

 

 

258,115

 

 

 

798,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 2.  Selection of External Auditors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BerryDunn

 

 

3,291,143

 

 

 

838

 

 

 

74,433

 

 

 

0

 

 

In accordance with section 3.02 of the Company’s Bylaws, each of the directors was elected, having received the affirmative vote of at least a majority of the shares represented at the meeting and entitled to vote.  Proposal 2 was approved, with more votes cast "FOR" than "AGAINST". Proposal 3 was approved with more votes cast “FOR” than “AGAINST”.

 

 
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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.

 

 

COMMUNITY BANCORP. 

 

 

 

 

DATED: May 17, 2022

/s/ Kathryn M. Austin

 

 

Kathryn M. Austin, President &

 

 

Chief Executive Officer

 

 

 
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