PFBX 8-K
Peoples Financial Corp /Ms/ (PFBX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Trading | ||
Title of each class | Symbol(s) | Name of each exchange on which registered |
None | PFBX | None |
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 (see General Instructions A.2 below):
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Peoples Financial Corporation (the “Company”) was held on April 23, 2025. There were 4,617,466 shares of common stock outstanding and entitled to vote at the Annual Meeting and 4,339,263 shares of common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. First Coast Results, Inc., the independent inspector of elections for the 2025 Annual Meeting, provided a final voting report on April 28, 2025, certifying the following results:
PROPOSAL 1: ELECTION OF DIRECTORS
According to the tabulation of voting results, the following is a record of votes cast with respect to the election of Ronald G. Barnes, Padrick D. Dennis, Jeffrey H. O’Keefe, Paige Reed Riley, George J. Sliman, III and Chevis C. Swetman, each for a one-year term:
|
|
| |||
| For |
| Withheld |
| |
Board of Directors' Nominees: |
| ||||
Ronald G. Barnes | 2,854,156 | 1,480,986 | |||
Padrick D. Dennis |
| 2,851,056 | 1,484,086 | ||
Jeffrey H. O'Keefe |
| 2,853,756 | 1,481,386 | ||
Paige Reed Riley |
| 2,854,009 | 1,481,133 | ||
George J. Sliman, III |
| 2,854,145 | 1,480,997 | ||
Chevis C. Swetman |
| 2,766,168 | 1,568,974 | ||
Opposition Nominee: | |||||
Stewart F. Peck |
| 1,565,142 | 2,675,589 |
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF EISNERAMPER LLP
According to the tabulation of voting results, the shareholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accountants for the year ending December 31, 2025:
For |
| Against |
| Abstain |
|
4,217,612 | 21,333 | 100,318 | |||
PROPOSAL 3: ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF EXECUTIVE OFFICERS
Advisory (non-binding) proposal to approve compensation of the named executive officers as set forth under the heading “Compensation of Executive Officers and Directors” in Section VII in the 2025 Proxy Statement:
For |
| Against |
| Abstain |
|
2,739,390 | 1,554,518 | 45,355 |
PROPOSAL 4: ADVISORY (NON-BINDING) VOTE ON FREQUENCY (EVERY 1, 2, OR 3 YEARS) TO APPROVE THE COMPENSATION OF EXECUTIVE OFFICERS
Advisory (non-binding) vote with regard to the frequency of a non-binding shareholder vote to approve the compensation of the named executive officers of the Company, such non-binding shareholders vote will occur every 1, 2, or 3 years:
|
|
|
| ||||
1 Year |
| 2 Years |
| 3 Years |
| Abstain | |
1,786,401 | 5,924 | 2,520,347 | 26,591 |
PROPOSAL 5: ADVISORY (NON-BINDING) VOTE ON SHAREHOLDER RESOLUTION OF PHILIP J. TIMYAN RECOMMENDING THE BOARD OF DIRECTORS TAKE ALL NECESSARY STEPS TO PROMPTLY SELL THE COMPANY
According to the tabulation of voting results, the shareholders voted against the proposal of stockholder Philip J. Timyan recommending the board of directors take all necessary steps to promptly sell the Company:
For |
| Against |
| Abstain |
|
1,581,956 | 2,670,830 | 86,477 |
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.
Dated: April 29, 2025 | ||
PEOPLES FINANCIAL CORPORATION | ||
By: | /s/ Chevis C. Swetman | |
Chevis C. Swetman | ||
Chairman, President and CEO | ||