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

December 15, 2022

(Date of report/date of earliest event reported)

CONSUMERS BANCORP, INC.

(Exact name of registrant as specified in its charter)

614 East Lincoln Way

P.O. Box 256

Minerva, Ohio 44657

(Address of principal executive offices) (Zip Code)

(330) 868-7701

(Registrant’s telephone number, including area code)

N/A

(Former name of former address, if changes 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 (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:

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 Principal Officers; Election of Directors; Appointment of Principal Officers

On December 15, 2022, the Board of Directors of Consumers Bancorp, Inc. (the “Company”) approved the appointment of Ann Gano as a Class III director, effective January 1, 2023. As with all Company non-employee directors, Ms. Gano was also appointed as a director of the Company’s wholly owned subsidiary, Consumers National Bank (the “Bank”), effective January 1, 2023.

Ms. Gano was appointed to serve on the Audit and Risk & Technology Committees of the Company’s board of directors. She will be entitled to the customary compensation arrangements for the Bank’s non-employee directors, consisting of (i) a quarterly retainer of $5,000, (ii) $1,000 for each board of directors meeting attended, and (iii) $200 for each Audit and Risk & Technology Committee meeting attended. In addition, Ms. Gano will be eligible to receive stock awards if certain specified performance targets as established by the Compensation Committee of the Company’s board of directors are achieved.

There are no arrangements or understandings between Ms. Gano and any other person pursuant to which she was appointed to serve on Consumers Bancorp, Inc.’s or Consumers National Bank’s Boards. Ms. Gano does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Her election is subject to our customary background checks.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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.

ex_458105.htm

Exhibit 99.1

CONSUMERS BANCORP, INC. AND CONSUMERS NATIONAL BANK

ANNOUNCE THE APPOINTMENT OF ANN GANO TO THE BOARDS.

Minerva, Ohio—On December 15, 2022, the Board of Directors of Consumers Bancorp, Inc. approved the appointment of Ann Gano as a Class III director, effective January 1, 2023. Gano was also appointed as a director of the Company’s wholly owned subsidiary, Consumers National Bank, effective January 1, 2023. She will serve on the Audit and Risk & Technology Committees.

Gano, a resident of New Philadelphia, is a Certified Public Accountant and owner of Keeping Tabs, Inc., a New Philadelphia-based accounting and consulting firm focused on financial record keeping and reporting for farm and small business clients. She holds a bachelor’s degree in accounting from Kent State University and an associate degree from OSU Agricultural Technical Institute.

“As a lifetime resident of Tuscarawas County and active community volunteer, Ann will provide valuable insight as we work to serve the needs of the agricultural and small business community throughout our market area. While her accounting and agricultural experience will bring additional expertise to the board, her past and current leadership roles in local non-profit organizations add to her unique perspective and are a perfect match with our company mission to make a difference,” said Ralph J. Lober II, President and CEO of Consumers National Bank.

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Caption:

Ann Gano has been appointed to the boards of Consumers Bancorp, Inc., and its subsidiary Consumers National Bank.

The information contained in this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond Consumers’ control and could cause actual results to differ materially from those described in such statements. Although Consumers believes that the expectations reflected in such forward-looking statements are reasonable, Consumers can give no assurance that such expectations will prove to be correct. The forward-looking statements included in this discussion speak only as of the date they are made, and, except as required by law, Consumers undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect Consumers’ performance include, but are not limited to: regional and national economic conditions becoming less favorable than expected resulting in, among other things, a deterioration in credit quality of assets, changes in levels of market interest rates which could reduce anticipated or actual margins, credit risks of lending activities, the nature, extent and timing of governmental actions and reforms, competitive pressures on product pricing and services and changes in technology.