8-K
OHIO VALLEY BANC CORP (OVBC)
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 18, 2022
OHIO VALLEY BANC CORP.
(Exact Name of Registrant as Specified in Its Charter)
000-20914
(Commission File Number)
| Ohio | 31-1359191 |
|---|---|
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
420 THIRD AVENUE, PO BOX 240
GALLIPOLIS, Ohio 45631
(Address of principal executive offices, including zip code)
(740) 446-2631
(Registrant’s telephone number, including area code)
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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, without par value | OVBC | 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. ☐
| Section 5 – Corporate Governance and Management |
|---|
| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory<br> Arrangements of Certain Officers. |
On May 18, 2022, the Board of Directors of Ohio Valley Banc Corp. ("OVBC") and The Ohio Valley Bank Company (the "Bank") appointed Larry E. Miller as the new Chief Executive Officer (“CEO”) of OVBC and the Bank, a role previously held by Thomas E. Wiseman, who will continue to serve as the Chairman of OVBC and the Bank. In addition, the Board promoted Ryan J. Jones to Chief Operating Officer (“COO”) of OVBC and the Bank, a role previously held by Mr. Miller.
Mr. Miller, age 58, has been President and COO of OVBC and the Bank since May 2019; and COO and Secretary of OVBC and the Bank from May 2015 to May 2019. He has served as a member of the Board of OVBC’s subsidiary, Loan Central, Inc. since April 2000, serving as Chairman of Loan Central’s Board from May 2012 to May 2022. Mr. Jones, age 44, has been Vice President of OVBC and Senior Vice President and Chief Risk Officer of the Bank since 2017.
OVBC issued a press release on May 19, 2022 to discuss these new officer appointments.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
OVBC held its annual meeting of shareholders (the “2022 Annual Meeting”) on May 18, 2022. At the close of business on March 25, 2022, there were 4,771,774 common shares outstanding and entitled to vote. At the 2022 Annual Meeting, 3,583,299, or 75.05%, of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the proposals voted upon by the shareholders and the final voting results for each such matter are set forth below. The proposals are also described in detail in OVBC’s Proxy Statement filed with the SEC on April 8, 2022.
Proposal 1
The Company’s shareholders elected three individuals to the Board of Directors for a term expiring in 2025, as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Larry E. Miller II | 2,671,810 | 76,949 | 834,540 |
| Edward J. Robbins | 2,481,529 | 267,230 | 834,540 |
| K. Ryan Smith | 2,657,591 | 91,168 | 834,540 |
Proposal 2
The Company’s shareholders approved, in a non-binding vote, the compensation of the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 2,311,383 | 375,865 | 61,511 | 834,540 |
Proposal 3
The Company’s shareholders ratified the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as set forth below:
| Votes For | Votes Against | Abstentions | ||
|---|---|---|---|---|
| 3,072,469 | 6,410 | 504,420 | ||
| Section 9 – Financial Statements and Exhibits | ||||
| Item 9.01. Financial Statements and Exhibits |
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits – The following exhibit is being filed with this Current Report on Form 8-K:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release issued by Ohio Valley Banc Corp. on May 19, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| OHIO VALLEY BANC CORP. | ||
|---|---|---|
| Date: May 23, 2022 | By: | /s/Larry E. Miller |
| Larry E. Miller | ||
| President and Chief Executive Officer |
Exhibit 99.1
OVBC announces new CEO, special dividend
GALLIPOLIS, Ohio – Several announcements were made during the Ohio Valley Banc Corp. Annual Shareholders Meeting, which took place Wednesday, May 18.
Thomas E. Wiseman, chairman of the board of Ohio Valley Bank and Ohio Valley Banc Corp. (OVBC), announced the promotion of Larry E. Miller, II, to the position of chief executive officer (CEO) of both Ohio Valley Bank and OVBC. As president and CEO, Miller will be responsible for all business units in the company and its subsidiaries.
Wiseman, who previously served as CEO, will remain as chairman. Ryan J. Jones was promoted to chief operating officer of both Ohio Valley Bank and OVBC. Jones will continue to hold the title of risk officer in both Ohio Valley Bank and OVBC as well. In these roles, Jones will oversee the company’s enterprise risk management efforts while also managing the company’s operational units.
“As a company, we are committed to remaining an independent, community bank. To help achieve this goal, we are continually preparing for the future by adhering to our succession plan, which is approved annually by the board of directors. The promotions of Larry Miller and Ryan Jones are in accordance with the company’s previously approved plan,” Wiseman said. “Both Mr. Miller and Mr. Jones are prepared to take on their new roles as the company continues to move forward.”
Prior to being named CEO, Miller served as chief operating officer. He began his career at OVB in 1986 by working as a teller. Over the past three decades, he held the positions of internal auditor, treasurer and secretary. In addition, Miller also has held several officer and senior management roles. Miller is a native of Gallia County and is a graduate of Ohio Valley Christian School. He holds a bachelor’s degree in business finance from Cedarville University. He is also a graduate of the Ohio School of Banking and the Graduate School of Banking at the University of Wisconsin-Madison.
Miller is an active member of the First Baptist Church in Gallipolis, where he previously served many years as a youth Sunday school teacher. He also served on the board at his alma mater, Ohio Valley Christian School, for 24 years.
Jones began his career in banking with The Milton Banking Company in 1999. He worked in the proof processing/computer department and later was named the compliance officer and secretary of the board. Throughout his career he held numerous titles and was named to the board of directors of the Milton Banking Company in 2012. When the Milton Banking Company merged with Ohio Valley Bank in 2016, Jones was named senior vice president. Jones is a Jackson County native and graduated from Jackson High School. He holds a business management degree from the University of Rio Grande. In addition, he is an Ohio Bankers League (OBL) Leadership Institute graduate. He has also attended several leadership and training schools based in different banking areas.
Community is very important to Jones as he is the current parade band chairman of the Jackson County Apple Festival. He also is a member of Jackson Area Festivals and Events (JAFE) along with numerous other local organizations. Jones also previously served as a coach for all youth organizations in Jackson, including Jackson Pee Wee Football and Jackson Area Recreation baseball.
Also during the meeting, Wiseman announced that the OVBC Board of Directors declared a 150^th^ Anniversary Special Dividend of $0.15 per common share payable on June 10, 2022, to shareholders of record as of the close of business on May 31, 2022. The special dividend is in celebration of Ohio Valley Bank’s 150^th^ anniversary, which will take place this fall and has been celebrated throughout 2022 through various events and giveaways, including cash giveaways. The special dividend is in addition to the regular quarterly dividends already paid out this year.
“We are beyond thrilled to see the return of many events after pandemic restrictions. We were especially pleased to once again host our annual shareholders meeting in person. After two years of not being able to gather, it was a wonderful time to catch up with our shareholders – the folks who continually help us achieve our goal of remaining a strong, independent community bank. The bank’s 150^th^ anniversary, which will take place this fall, is yet another reason to celebrate. The 150^th^ Anniversary Special Dividend is just one more way we can extend our gratitude to those who have made our longevity as a company a success,” Wiseman said.
Ohio Valley Banc Corp. is based in Gallipolis, Ohio. The primary subsidiaries of the company are: Ohio Valley Bank and Loan Central. Ohio Valley Bank is an FDIC-insured, state member bank of the Federal Reserve operating 16 offices in Ohio and West Virginia. Loan Central, specializing in tax preparation and loans, is a finance company with six offices in southern Ohio. Ohio Valley Banc Corp. stock is traded on The NASDAQ Global Market under the symbol OVBC. For more information, visit www.ovbc.com or www.myloancentral.com.