8-K
FIRST NORTHERN COMMUNITY BANCORP (FNRN)
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 May 16, 2023
(Date of Earliest event reported)
FIRST NORTHERN COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
| California | 000-30707 | 68-0450397 |
|---|---|---|
| (State of Incorporation) | (Commission File No.) | (IRS Employer ID Number) |
| 195 North First Street,<br><br> P.O. Box 547,<br><br> Dixon, California | 95620 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
707) 678-3041
(Registrant’s telephone number, including area code)
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:
Title of each class Trading Symbol(s)Name of each exchange on which registered
None Not Applicable
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
On May 16, 2023, First Northern Community Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders acted upon the three proposals listed below. The final results for the votes regarding each proposal are set forth below.
| 1. | To elect the following eleven (11) persons to the Board of Directors to serve until the 2024 Annual Meeting of Shareholders or until their<br> respective successors shall be elected and qualified: | ||
|---|---|---|---|
| Director | Votes For | Against or Authority Withheld | Broker<br><br> Non-Votes |
| --- | --- | --- | --- |
| Patrick R. Brady | 8,458,358 | 36,434 | 2,057,446 |
| John M. Carbahal | 8,458,358 | 36,434 | 2,057,446 |
| Gregory DuPratt | 8,458,358 | 36,434 | 2,057,446 |
| Barbara A. Hayes | 8,457,675 | 37,117 | 2,057,446 |
| Richard M. Martinez | 8,458,358 | 36,434 | 2,057,446 |
| Foy S. McNaughton | 8,433,443 | 61,349 | 2,057,446 |
| Sean P. Quinn | 8,458,358 | 36,434 | 2,057,446 |
| Daniel F. Ramos | 8,458,104 | 36,688 | 2,057,446 |
| Mark C. Schulze | 8,434,126 | 60,666 | 2,057,446 |
| Jeremiah Z. Smith | 8,458,339 | 36,453 | 2,057,446 |
| Louise A. Walker | 8,457,678 | 37,117 | 2,057,446 |
| 2. | To approve an amendment to Article 4 of the amended Articles of Incorporation to increase the number of shares of common stock authorized for<br> issuance and to remove now-inoperative language authorizing preferred stock in connection with the US Department of the Treasury’s Capital Purchase Program: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 8,339,343 | 76,705 | 78,744 | |
| 3. | To approve a non-binding advisory proposal on the compensation of the Company’s named Executive Officers: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 7,842,207 | 141,661 | 510,924 | |
| 4. | To approve a non-binding advisory proposal regarding the frequency of shareholder votes on executive compensation. | ||
| --- | --- | ||
| Annually | Every Two Years | Every Three Years | Abstain |
| --- | --- | --- | --- |
| 2,307,867 | 130,357 | 5,967,950 | 70,268 |
| 5. | To ratify the appointment by the Audit Committee of the Board of Directors of Moss Adams LLP as the Company’s independent registered public<br> accounting firm for the year ending December 31, 2023. | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 10,491,998 | 258 | 59,982 |
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.
| Date: May 22, 2023 | First Northern Community Bancorp<br><br> <br>(Registrant) |
|---|---|
| /s/ Jeremiah Z. Smith | |
| By: Jeremiah Z. Smith | |
| President/Chief Executive Officer |