8-K - LARK - Equibles

United

States

SecuritiesAnd 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, 2022

LandmarkBancorp, Inc.

(Exact name of registrant as specified in charter)

Delaware	0-33203	43-1930755
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

701Poyntz Avenue

Manhattan,Kansas 66502

(Address of principal executive offices) (Zip code)

(785) 565-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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<br> Stock, par value $0.01 per share	LARK	Nasdaq<br> Global Market

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 18, 2022, Landmark Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 4,997,459 shares of common stock eligible to vote at the Annual Meeting, 4,043,894 shares were represented in person or by proxy, representing approximately 80.9% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:

1)	Election<br> of three Class III members of the board of directors to serve a three-year term expiring in 2025:
Name	Votes<br> For		Votes<br> Against		Abstentions		Broker<br> Non-Votes
---	---	---	---	---	---	---	---	---
Patrick L. Alexander		1,648,535		1,104,719		135,501		1,155,139
Jim W. Lewis		2,712,376		169,423		6,956		1,155,139
Michael E. Scheopner		2,792,655		88,548		7,552		1,155,139
2)	Approval,<br> in a non-binding, advisory vote, of the compensation of our named executive officers (“say-on-pay”) disclosed in the<br> Company’s definitive proxy statement, which was filed on April 14, 2022:
---	---
Votes<br> For		Votes<br> Against		Abstentions		Broker<br> Non-Votes
---	---	---	---	---	---	---	---
	2,415,949		462,301		10,505		1,155,139
3)	Ratification<br> of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December<br> 31, 2022:
---	---
Votes<br> For		Votes<br> Against		Abstentions		Broker<br> Non-Votes
---	---	---	---	---	---	---	---
	3,988,614		41,951		13,329		-

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.

Date:<br> May 19, 2022	Landmark Bancorp, Inc.
	By:	/s/ Mark A. Herpich
	Name:	Mark<br> A. Herpich
	Title:	Vice<br> President, Secretary, Treasurer, and Chief Financial Officer