8-K

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 (Date of Earliest Event Reported): May 19, 2021

OHIO VALLEY BANC CORP.

(Exact Name of Registrant as Specified in Its Charter)

000-20914

(Commission File Number)

Ohio	31-1359191
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

420 Third Avenue, PO Box 240

Gallipolis, Ohio 45631

(Address of principal executive offices, including zip code)

(740) 446-2631

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or 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 (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
Common Shares, without par value	OVBC	The NASDAQ Stock Market LLC

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.

Ohio Valley Banc Corp. (the “Company”) held its annual meeting of shareholders (the “2021 Annual Meeting”) on May 19, 2021, as a virtual meeting.  At the close of business on March 26, 2021, there were 4,787,117 common shares outstanding and entitled to vote. At the 2021 Annual Meeting, $3,415,038, or 71.34%, of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the proposals voted upon by the shareholders and the final voting results for each such matter are set forth below. The proposals are also described in detail in the Company’s Proxy Statement filed on April 9, 2021.

Proposal 1

The Company’s shareholders elected three individuals to the Board of Directors for a term expiring in 2024, as set forth below:

Name	Votes For	Votes Withheld	Broker Non-Votes
Anna P Barnitz	2,592,827	186,706	635,505
Brent R. Eastman	2,595,985	183,548	635,505
Thomas E. Wiseman	2,598,328	181,205	635,505

Proposal 2

The Company’s shareholders approved, in a non-binding vote, the compensation of the Company’s named executive officers, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,645,948	87,771	45,814	635,505

Proposal 3

The Company’s shareholders ratified the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, as set forth below:

Votes For	Votes Against	Abstentions
3,213,293	194,791	6,954

                                                                                                                                                  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 thereunto duly authorized.

                                         OHIO VALLEY BANC CORP.

       Date:  May 20, 2021                                                              By:  /s/ Thomas E. Wiseman 

                                                                                                                                        Thomas E. Wiseman

                                                                         Chairman and Chief Executive Officer

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Document and Entity Information	May 19, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2021
Entity Registrant Name	OHIO VALLEY BANC CORP
Entity Incorporation, State or Country Code	OH
Entity File Number	000-20914
Entity Tax Identification Number	31-1359191
Entity Address, Address Line One	420 Third Avenue
Entity Address, Address Line Two	PO Box 240
Entity Address, City or Town	Gallipolis
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45631
City Area Code	740
Local Phone Number	446-2631
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000894671
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	OVBC
Security Exchange Name	NASDAQ