8-K
Merchants Bancorp (MBIN)
UnitedStates
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 eventreported): May 21, 2020
MerchantsBancorp
(Exact Name of Registrant as Specifiedin its Charter)
| Indiana | 001-38258 | 20-5747400 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
410 Monon BoulevardCarmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)
(317) 569-7420
(Registrant’s Telephone Number, Including Area Code)
NotApplicable
(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 <br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, without par value | MBIN | NASDAQ |
| Series A Preferred Stock, without par value | MBINP | NASDAQ |
| Depositary<br> Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value | MBINO | NASDAQ |
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 | x |
|---|
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.
Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 21, 2020. Matters voted upon were: (1) election of nine (9) directors to the Company’s Board of Directors and (2) ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020. 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.
| 1. | Election of nine (9) members to the Company’s Board of Directors to serve until the Company’s 2021 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death: | ||
|---|---|---|---|
| Director Nominee | For | Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Michael F. Petrie | 22,727,683 | 788,930 | 1,041,205 |
| Randall D. Rogers | 22,419,484 | 1,097,129 | 1,041,205 |
| Michael J. Dunlap | 22,585,394 | 931,219 | 1,041,205 |
| Scott A. Evans | 22,585,394 | 931,219 | 1,041,205 |
| Sue Anne Gilroy | 21,292,442 | 2,224,171 | 1,041,205 |
| Andrew A. Juster | 21,290,442 | 2,226,171 | 1,041,205 |
| Patrick D. O’Brien | 21,290,442 | 2,226,171 | 1,041,205 |
| Anne E. Sellers | 20,587,855 | 2,928,758 | 1,041,205 |
| Davie N. Shane | 21,113,325 | 2,403,288 | 1,041,205 |
| 2. | Ratification<br>of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,<br>2020. | ||
| --- | --- | ||
| For | Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 24,540,129 | 11,189 | 6,500 | 0 |
Item 8.01 Other Events.
On May 21, 2020, the Company issued a press release announcing that the Company’s Board of Directors declared quarterly cash dividends of $0.08 per share on the Company’s outstanding shares of common stock, $0.4375 per share on the Company’s 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”), and $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s 6% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”). For each of the common stock, Series A Preferred Stock, and Series B Preferred Stock, the dividends are payable on July 1, 2020 to shareholders of record on June 15, 2020. The press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 21, 2020 issued by Merchants Bancorp |
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.
| MERCHANTS BANCORP | |||
|---|---|---|---|
| Date: May 21, 2020 | By: | /s/ Terry A. Oznick | |
| Name: | Terry A. Oznick | ||
| Title: | General Counsel |
Exhibit 99.1
PRESS RELEASE
Merchants Bancorp Declares Quarterly Common and Preferred Dividends
For Release May 21, 2020
CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that its Board of Directors declared the following quarterly cash dividends for the second quarter of 2020, in each case to shareholders of record on June 15, 2020, payable on July 1, 2020:
| · | A<br> dividend of $0.08 per share on the Company’s outstanding shares of its common stock<br> (NASDAQ:MBIN); |
|---|---|
| · | A<br> dividend of $0.4375 per share on the Company’s outstanding shares of its 7% Series<br> A preferred stock (NASDAQ:MBINP); |
| --- | --- |
| · | A<br> dividend of $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s<br> outstanding shares of its 6% Series B preferred stock (NASDAQ:MBINO). |
| --- | --- |
ABOUT MERCHANTS BANCORP
Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business, including multi-family housing and healthcare facility financing and servicing, mortgage warehouse financing, retail and correspondent residential mortgage banking, agricultural lending and traditional community banking. Merchants Bancorp, with $7.9 billion in assets and $6.7 billion in deposits as of March 31, 2020, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Farmers-Merchants Bank of Illinois, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.
Media Contact: Rebecca Marsh
Merchants Bancorp
Phone: (317) 805-4356
Email: rmarsh@merchantsbankofindiana.com
Investor Contact: Tami Durle
Merchants Bancorp
Phone: (317) 324-4556
Email: tdurle@merchantsbankofindiana.com