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

Date of Report (Date of earliest event reported): October 19, 2021

Oak Valley Bancorp

(Exact name of Registrant as Specified in its Charter)

(209) 848-2265

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

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. ☐

(d)         Appointment of Gary Strong to the Board of Directors

On October 19, 2021, the Board of Directors (the “Board”) of Oak Valley Bancorp (the “Company”) nominated Mr. Gary Strong to fill a vacancy on the Board of Directors in the class of directors whose term expires at the 2022 Annual Meeting or until his successor is duly elected and qualified. The appointment of Mr. Strong as a director is effective on November 1, 2021. **** Mr. Strong 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.

Mr. Strong will receive the standard non-employee director compensation, which includes a monthly cash retainer of $3,000 and entry in our standard form of director retirement agreement, which will be pro-rated for his 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 May 3, 2021 with the SEC for the 2021 Annual Meeting.

Further information about Mr. Strong’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 Mr. Strong and any other person, pursuant to which Mr. Strong was appointed to the Board. Further, there are no transactions involving Mr. Strong that require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits.

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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.

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ex_301177.htm

Exhibit 99.1

For Immediate Release

OAK VALLEY BANCORP AND OAK VALLEY COMMUNITY BANK APPOINT NEW DIRECTOR

OAKDALE, CA − On November 1, 2021, Gary Strong accepted his appointment to the Boards of Directors of Oak Valley Bancorp (the “Company”) [NASDAQ: OVLY] and its wholly owned subsidiary Oak Valley Community Bank (the “Bank”).

Strong is the Chief Executive Officer of the California Gold Country Region of the American Red Cross and has served in this role since 2015. In this position, he leads the Sierra Delta and Northern California Chapters, which include more than 2,000 volunteers and 40 employees who respond to nearly 800 local disasters each year and serve close to four million residents in 26 counties.

Strong is a dynamic community advocate supporting numerous local organizations. He served as a member of the Board of Directors of Red Cross Chapters for over two decades. He was Chair of the Board for both the Rio Hondo Chapter in Southern California and the Capital Region Chapter in Northern California. Strong was a founding board member and treasurer of Journalism Funding Partners which facilitates philanthropic investment in local journalism projects. He has also served as Board Chair of the American Leadership Forum – Mountain Valley Chapter, as well as a member of the executive committees of numerous other Boards.

“Gary is a proven leader and his impressive background in finance, executive management, and community leadership make him an excellent fit for this position,” said Chris Courtney, President and CEO. “He shares our values and his strong roots in the Sacramento Region will be extremely beneficial as we accelerate our growth in the area.”

Strong and his wife Sonia are proud Granite Bay residents. He earned his Bachelor of Arts in Business Economics from the University of California, Santa Barbara. After which he was a CPA with Ernst & Young, Controller at the Los Angeles Times, and Senior Vice President of Finance at the Sacramento Bee. During his free time, he likes to play golf and attend live theater.

Upon accepting the new position Strong commented, “I am very honored to be chosen to serve on the Boards of Directors for such a strong community bank that is actively seeking to expand its presence in the Sacramento Region and dedicated to building and strengthening the communities they serve.”

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. The Company recently announced it has received regulatory approval to open a new office in Roseville, which is slated for the first quarter of 2022. 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.