First Capital Inc 8-K, filed May 30, 2023
First Capital Inc (FCAP)
About this 8-K
First Capital Inc filed this 8-K on May 30, 2023, reporting on events of May 24, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
First Capital, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 24, 2023. Matters voted upon were: (1) election of five directors of one class of the Company’s Board of Directors to serve for three years and until the election and qualification of their successors; (2) ratification of the appointment of Monroe Shine & Co. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023; (3) approval of a non-binding advisory proposal on Executive Compensation; and (4) a non-binding advisory vote on the frequency of the non-binding advisory proposal on Executive Compensation. The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number:
| 1. | Election of five members of one class of the Company’s Board of Directors to serve for three years and until the election and qualification of their successors: |
| Director Nominee | For | Against | Abstentions | Broker Non-Votes | ||||
| William W. Harrod | 1,254,240 | 202,980 | 33,452 | 958,454 | ||||
| Michael C. Frederick | 1,307,807 | 179,992 | 2,874 | 958,454 | ||||
| Lou Ann Moore | 1,257,003 | 194,949 | 38,721 | 958,454 | ||||
| Robert C. Guilfoyle | 1,227,269 | 253,943 | 9,461 | 958,454 | ||||
| Dana L. Huber | 1,267,456 | 219,744 | 3,473 | 958,454 |
| 2. | Ratification of the appointment of Monroe Shine & Co. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 2,407,361 | 22,691 | 19,075 | N/A |
| 3. | Approval of a non-binding advisory proposal on Executive Compensation. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 1,236,340 | 194,130 | 60,203 | 958,454 |
| 4. | A non-binding advisory vote on the frequency of the non-binding proposal to approve Executive Cempensation. |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 1,148,298 | 95,586 | 136,036 | 110,753 | N/A |
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.
| FIRST CAPITAL, INC. | |||
| Date: May 30, 2023 | By: | /s/ Joshua P. Stevens | |
| Name: | Joshua P. Stevens | ||
| Title: | Chief Financial Officer | ||