Peoples Bancorp Of North Carolina Inc 8-K, filed May 10, 2021
Peoples Bancorp Of North Carolina Inc (PEBK)
8-K
2021-05-10
For: 2021-05-06
View Original
Added on
April 12, 2026
About this 8-K
Peoples Bancorp Of North Carolina Inc filed this 8-K on May 10, 2021, reporting on events of May 6, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of
Report (Date of earliest event
reported): May
6, 2021
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Peoples Bancorp of North Carolina, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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North Carolina
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(State
or Other Jurisdiction of Incorporation)
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000-27205
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56-2132396
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(Commission
File No.)
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(IRS
Employer Identification No.)
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518 West C Street, Newton, North Carolina
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28658
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(828) 464-5620
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(Registrant’s
Telephone Number, Including Area Code)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Peoples
Bancorp of North Carolina, Inc.
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INDEX
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Page
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Item
5.03 – Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
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3
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Item
5.07 – Submission of Matters to a Vote of Security
Holders
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3
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Item
9.01 – Financial Statements and Exhibits
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3
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Signatures
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4
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Exhibit
(3)(i)(d) Amendment to Articles of Incorporation
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5
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Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On May
6, 2021, at the Annual Shareholders' Meeting, shareholders of
Peoples Bancorp of North Carolina, Inc. (the “Company”)
approved an amendment to the Company’s Articles of
Incorporation to implement a majority voting standard in
uncontested elections of directors. A copy of the amendment was
disclosed to shareholders in the proxy statement delivered to the
Company's shareholders in connection with the Annual Meeting of
Shareholders and filed by the Company with the Securities Exchange
Commission on March 24, 2021.
The
amendment to the Company’s Articles of Incorporation is
attached hereto as Exhibit (3)(i)(d) and is incorporated by
reference herein.
(a)
Annual
Shareholders’ Meeting – May 6, 2021
(b)
Directors elected
at the meeting are as follows: James S. Abernethy, Robert C.
Abernethy, Douglas S. Howard, John W. Lineberger, Jr., Gary E.
Matthews, Billy L. Price, Jr. MD, Larry E. Robinson, William
Gregory Terry, Dan Ray Timmerman, Sr. and Benjamin I.
Zachary
At the
May 6, 2021 Annual Shareholders’ Meeting the following items
were submitted to a vote of shareholders:
1)
Election of
Directors:
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Votes For
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Votes Against
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Votes Withheld
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Broker Non-votes
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James
S. Abernethy
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3,539,664
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-
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751,844
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1,028,763
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Robert
C. Abernethy
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3,090,900
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-
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1,200,608
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1,028,763
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Douglas
S. Howard
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3,608,088
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-
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683,420
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1,028,763
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John
W. Lineberger, Jr.
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3,976,922
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-
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314,586
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1,028,763
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Gary
E. Matthews
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4,010,589
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-
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280,919
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1,028,763
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Billy
L. Price, Jr. MD
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3,948,693
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-
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342,815
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1,028,763
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Larry
E. Robinson
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4,009,640
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-
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281,868
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1,028,763
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William
Gregory Terry
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3,567,944
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-
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723,564
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1,028,763
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Dan
Ray Timmerman, Sr.
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3,604,256
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-
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687,252
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1,028,763
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Benjamin
I. Zachary
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3,948,709
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-
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342,799
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1,028,763
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2)
Approval of an
amendment to the Company’s Articles of Incorporation to
implement a majority voting standard in uncontested elections of
directors.
Votes
For – 3,728,563; Votes Against – 531,331; Votes
Abstained – 31,614; Broker Non-votes –
1,028,763
3) Ratification
of appointment of Independent Registered Public Accountants –
Elliott Davis, PLLC
Votes
For – 5,316,666; Votes Against – 2,593; Votes Abstained
– 1,012; Broker Non-votes – 0
(c)
Not
applicable
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
(3)(i)(d) Amendment to Articles of Incorporation
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SIGNATURES
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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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PEOPLES
BANCORP OF NORTH CAROLINA, INC.
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Date:
May 10, 2021
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By:
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/s/
Jeffrey N. Hooper
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Jeffrey N.
Hooper
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Executive Vice President and
Chief Financial Officer
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EXHIBIT (3)(i)(d)
AMENDMENT TO ARTICLES OF INCORPORATION,
AS AMENDED, OF PEOPLES BANCORP OF NORTH CAROLINA, INC.
This
amendment to the Articles of Incorporation adds the following new
Article IX immediately after the end of existing Article
VIII:
ARTICLE IX
Each
director shall be elected by a majority of the votes cast with
respect to the director by the shares represented in person or by
proxy and entitled to vote at any meeting for the election of
directors at which a quorum is present; provided, however, that, in
the event of a contested election of directors, directors shall be
elected by the vote of a plurality of the votes represented in
person or by proxy at any such meeting and entitled to vote in the
election of directors. For purposes of this Article IX, (a) a
majority of the votes cast means that the number of shares voted
“for” a director must exceed the number of votes cast
“against” that director; provided that neither
abstentions nor broker non-votes will be deemed to be votes
“for” or “against” a director’s
election; and (b) a contested election shall mean any election of
directors in which the number of candidates for election as
directors exceeds the number of directors to be elected and the
excess number is the result of a timely nomination by a shareholder
or shareholders in accordance with the Corporation’s Bylaws,
as determined by the Secretary of the Corporation. The filling of
any vacancy occurring in the Board of Directors shall be in
accordance with the Bylaws.