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): June 16, 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2021, the Board of Directors of Ohio Valley Banc Corp. (the “Company”) unanimously elected K. Ryan Smith to serve on the Board of Directors of the Company effective July 1, 2021.  Mr. Smith will serve in the class of directors whose terms expire at the annual meeting of shareholders in 2022.  On June 15, 2021, Mr. Smith was also elected to serve on the Board of Directors of The Ohio Valley Bank Company (the “Bank”), a wholly-owned subsidiary of the Company, effective July 1, 2021.  Mr. Smith was appointed to the Trust Committee of the Bank effective July 1, 2022.

In his capacity as a non-employee director of the Company, Mr. Smith will receive the director fees and benefits that other non-employee directors receive, as disclosed in Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "2020 10-K").  He is expected to execute an agreement under the Director Retirement Plan in the form of the agreement attached as Exhibit 10.3(a) to 2020 10-K.

The Bank has banking transactions in the ordinary course of the Bank’s business with Mr. Smith and his family members and entities with which they are associated.  All loans by the Bank in which Mr. Smith or any “related person” within the meaning of Item 404(a) of Regulation S-K of the Securities and Exchange Commission has or will have a direct or indirect material interest since the beginning of fiscal year 2020 (a) were not disclosed as nonaccrual, past due, restructured or potential problems; (b) were made in the ordinary course of business; (c) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank; and (d) did not involve more than the normal risk of collectability or present other unfavorable features.

A copy of a press release issued to announce Mr. Smith’s election is attached hereto as an exhibit and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits – The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press release issued on June 16, 2021.

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:	June 16, 2021	By:	/s/Thomas E. Wiseman
			Thomas E. Wiseman Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on June 16, 2021.

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

For immediate release

Contact: Bryna Butler, (740) 578-3400, E-mail: bsbutler@ovbc.com

Ryan Smith Joins OVBC & OVB Boards

GALLIPOLIS, Ohio ¾ Chairman and CEO Thomas E. Wiseman announces that K. Ryan Smith was elected to the Boards of Directors of Ohio Valley Banc Corp. [Nasdaq: OVBC] and Ohio Valley Bank during the board meeting held June 15. His tenure will begin July 1.

“I applaud the boards selection of Ryan Smith to serve as a director of the company,” said Wiseman. “I’ve had the privilege of seeing up close the leadership Ryan brings to every situation he encounters. His experience and leadership on a statewide basis will benefit the company and our shareholders as we continue to grow and pursue our community first mission.”

Smith is president of the University of Rio Grande and brings to these boards 23 years of experience in business and the investment and securities industry. He also served in Ohio’s House of Representatives where he sponsored two different state budgets of $70 billion each and had the distinguished honor of serving as the 103^rd speaker of the Ohio House.

Smith will be filling the seats left by Jeff Smith who retired from both boards in May 2020.

A native of Gallia County, Ohio, Smith is a graduate of Gallia Academy High School and holds a bachelor’s degree in finance from The Ohio State University. He is a past president of the Gallia County Chamber of Commerce, former board member of Holzer Health, and current board member of the Gallia County Community Improvement Corporation (CIC). He is a former board member of Gallipolis City Schools and led the Red Dot campaign, the driving force behind fundraising for the Gallia Academy High School building built in 2009. His leadership is an outstanding example of Ohio Valley Bank’s mission to put Community First.

Smith and wife, Vicki, reside in Gallia County with their four children: Grant, Blake, Kennedy, and Camryn.

Ohio Valley Banc Corp. common stock is traded on The NASDAQ Global Market under the symbol OVBC. The holding company owns Ohio Valley Bank, soon with 16 offices in Ohio and West Virginia, and Loan Central, with six consumer finance offices in Ohio. Ohio Valley Bank’s sixteenth office, the Point Pleasant North Office, will be a drive-thru only location scheduled to open later this summer. Learn more about Ohio Valley Banc Corp. at www.ovbc.com.

XML

Document and Entity Information	Jun. 16, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 16, 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