8-K
Live Oak Bancshares, Inc. (LOB)
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): May 17, 2022
LIVE OAK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 001-37497 | 26-4596286 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1741 Tiburon Drive, Wilmington, NC | 28403 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (910) 790-5867
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 |
|---|---|---|
| Voting Common Stock, no par value per share | LOB | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
(a)The 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Live Oak Bancshares, Inc. (the "Company") was held on May 17, 2022. On March 11, 2022, the record date for the Annual Meeting, 43,768,075 shares of the Company’s voting common stock were issued and outstanding, of which 39,307,028 were present for purposes of establishing a quorum.
(b)Shareholders voted on the following matters at the Annual Meeting:
| (1) | Shareholders elected Tonya W. Bradford, William H. Cameron, Diane B. Glossman, Glen F. Hoffsis, David G. Lucht, James S. Mahan III, Miltom E. Petty, Neil L. Underwood and William L. Williams III to the Board of Directors for terms of one year; |
|---|---|
| (2) | Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers; |
| --- | --- |
| (3) | Shareholders ratified Dixon Hughes Goodman LLP as the Company’s independent auditors for 2022. |
| --- | --- |
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to each such matter.
| Item | For | Against | Withheld/<br><br><br>Abstain | Broker<br><br><br>Non-Votes |
|---|---|---|---|---|
| Election of Directors | ||||
| Tonya W. Bradford | 25,355,333 | — | 9,675,756 | 4,275,939 |
| William H. Cameron | 23,782,523 | — | 11,248,566 | 4,275,939 |
| Diane B. Glossman | 24,948,972 | — | 10,082,117 | 4,275,939 |
| Glen F. Hoffsis | 32,792,253 | — | 2,238,836 | 4,275,939 |
| David G. Lucht | 31,526,761 | — | 3,504,328 | 4,275,939 |
| James S. Mahan III | 34,338,735 | — | 692,354 | 4,275,939 |
| Miltom E. Petty | 22,588,676 | — | 12,442,413 | 4,275,939 |
| Neil L. Underwood | 21,424,436 | — | 13,606,653 | 4,275,939 |
| William L. Williams III | 32,003,430 | — | 3,027,659 | 4,275,939 |
| Advisory proposal to approve compensation paid to the Company’s named executive officers | 23,024,366 | 11,939,112 | 67,611 | 4,275,939 |
| Ratification of the Selection of Dixon Hughes Goodman LLP as Independent Auditors of the Company for 2022 | 39,250,260 | 25,851 | 30,917 | — |
(c)Not applicable.
(d)Not applicable.
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.
| LIVE OAK BANCSHARES, INC. | ||
|---|---|---|
| Date: May 20, 2022 | By: | /s/ William C. Losch, III |
| William C. Losch, III | ||
| Chief Financial Officer |