8-K

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.

Securities registered pursuant to Section 12(b) of the Act:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)         Appointment of Lynn R. Dickerson to the Board of Directors

On December 15, 2020, the Board of Directors (the “Board”) of Oak Valley Bancorp (the “Company”) appointed Ms. Lynn R. Dickerson as a member of the Board of Directors to the class of directors whose term expires at the 2023 Annual Meeting or until her successor is duly elected and qualified. This appointment of Ms. Dickerson as a director will be effective on January 5, 2021. **** Ms. Dickerson qualifies as an independent director within the meaning of the applicable NASDAQ Stock Market listing rules and expects to be a member of the Loan Committee, Compensation Committee, and Nominating Committee.

Ms. Dickerson will receive the standard non-employee director compensation, which includes a monthly cash retainer of $3,000 and a director retirement agreement, which will be pro-rated for her services as a director. A more complete description of a non-employee director’s compensation is described under the heading “Director Compensation” in the Company’s definitive proxy statement filed on April 29, 2020 with the SEC for the 2020 Annual Meeting.

The above description of Ms. Dickerson’s director retirement agreement is not complete and is qualified in its entirety by reference to the Director Retirement Agreement that will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2020.

Further information about Ms. Dickerson’s appointment is contained in the press release issued by the Company, a copy of which is attached hereto as exhibit 99.1.

There are no arrangements or understandings between Ms. Dickerson and any other person, pursuant to which Ms. Dickerson was appointed to the Board. Further, there are no transactions involving Ms. Dickerson that require disclosure pursuant to Item 404(a) of Regulation S-K.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: December 17, 2020

ex_218100.htm

Exhibit 99.1

For Immediate Release

OAK VALLEY BANCORP AND OAK VALLEY COMMUNITY BANK A PPOINT N EW DIRECTOR

OAKDALE, CA − On December 15, 2020, Lynn Reeves Dickerson accepted her appointment to the Board of Directors of Oak Valley Bancorp (the “Company”) [NASDAQ: OVLY] and its wholly-owned subsidiary Oak Valley Community Bank (the “Bank”), effective January 5, 2021.

Since 2009, Dickerson has been the CEO of the Gallo Center for the Arts. Her decade-long tenure was marked with operational excellence and tremendous community support.

Prior to joining the Gallo Center, Dickerson had a successful 29-year career in the newspaper industry; serving as Publisher & President of The Modesto Bee from 2000-2006 and subsequently as Vice President of Operations for The McClatchy Company, the parent company of The Modesto Bee. As a corporate officer at McClatchy, she oversaw 11 of their 30 newspapers throughout the country.

Dickerson is extremely active in the community, serving on many boards over the past 20 years. She currently serves on the board of the Stanislaus Community Foundation and Opportunity Stanislaus. She also represents Arts, Entertainment, and Sports on the Stanislaus County CEO’s Focus on Prevention Task Force. She was recently named a Board member Emeritus for the Stanislaus Education Foundation.

“Lynn has been incredibly successful collaborating with community resources and supporters to drive the economic viability of the Gallo Center and enrich the quality of life in our region. We couldn’t be more pleased to have her join our Boards of Directors,” stated Chris Courtney, President and CEO.

Dickerson and her husband Ron, of 40 plus years, are proud Stanislaus County residents. She is a native Texan and a graduate of Texas A&M University where she earned a degree in Marketing. In 2010, she was awarded the Toastmaster International Communication and Leadership Award for the 33rd District. She has been recognized by numerous organizations with prestigious accolades with honors ranging from Citizen and Woman of the Year to Lifetime Achievement.

Upon accepting the new Board position, Dickerson commented, “I have always respected Oak Valley Community Bank’s commitment to investing in the communities they serve. I am delighted to join their Board of Directors and leverage my experience to provide perspective and help provide guidance and governance to ensure the Company’s continued growth and success.”

Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 17 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, two branches in Sonora, three branches in Modesto, and three branches in their Eastern Sierra division, which includes Bridgeport, Mammoth Lakes, and Bishop.

For more information, call 1-866-844-7500 or visit www.ovcb.com.