NWPP 8-K
New Peoples Bankshares Inc (NWPP)
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
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in Exhibit 99.1 attached to this Current Report on Form 8-K contains some forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company's Securities and Exchange Commission reports including, but not limited to, the most recent quarterly report filed on Form 10-Q, current reports filed on Form 8-K, and the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Item 5.07 Submission of Matters to a Vote of Security Holders
New Peoples Bankshares, Inc. (the “Company”) held its 2024 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 21, 2024. A total of 23,730,860 shares of the Company’s Common Stock were entitled to vote as of March 27, 2024, the record date for the Annual Meeting. There were 14,856,211 shares present at the Annual Meeting in person or by proxy, and the shareholders voted on three proposals.
Proposal 1: Election of Directors
The shareholders elected four directors to serve three-year terms expiring in 2027, and one director to serve a two-year term expiring in 2026. The four directors elected to serve the three-year terms were Joe M. Carter, Harold Lynn Keene, J. Robert Buchanan, and Barton S. Long. The director elected to serve the two-year term was James W. Kiser. The results of the vote were as follows:
Nominees |
Votes FOR |
Votes Withheld |
Broker Non-Votes |
Uncast Votes | ||||
| Term Expiring in 2027 | ||||||||
| Joe M. Carter | 9,505,253 | 24,533 | 5,326,139 | 286 | ||||
| Harold Lynn Keene | 9,503,615 | 26,457 | 5,326,139 | - | ||||
| J. Robert Buchanan | 9,501,328 | 28,744 | 5,326,139 | - | ||||
| Barton S. Long | 9,490,260 | 39,526 | 5,326,139 | 286 | ||||
| Term Expiring in 2026 | ||||||||
| James W. Kiser | 9,483,787 | 42,285 | 5,326,139 | 4,000 |
Proposal 2: Advisory Vote on the Approval of Compensation of Named Executive Officers
The shareholders approved a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The results of the vote follow:
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Uncast Votes | |||
| 9,383,026 | 101,297 | 45,749 | - | |||
Proposal 3:
The shareholders voted to ratify the Company’s Audit Committee of the Board of Directors’ appointment of Yount, Hyde & Barbour P.C. to serve as its independent registered public accounting firm for the year ending December 31, 2024. The results of the vote follow:
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Uncast Votes | |||
| 14,817,029 | 16,917 | 22,265 | - |
| Item 8.01 | Other Events | ||
On May 21, 2024, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |
| 99.1 | Annual Meeting Presentation |
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.
| NEW PEOPLES BANKSHARES, INC. | ||||
| Date: | May 24, 2024 | By: | /s/ Christopher G. Speaks | |
| Christopher G. Speaks | ||||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit 99.1
