8-K
Richmond Mutual Bancorporation, Inc. (RMBI)
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): September 15, 2020
| Richmond Mutual Bancorporation, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Maryland | 001-38956 | 36-4926041 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 31 North 9th Street, Richmond, Indiana | 47374 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant's telephone number, including area code: (765)<br> 962-2581 | ||
| --- | ||
| (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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RMBI | The NASDAQ Stock Market LLC |
Indicated 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 [x]
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 ☐
Items to be Included in this Report
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
As noted under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting of Shareholders (the “Special Meeting”) of Richmond Mutual Bancorporation, Inc. (the “Company”) held on September 15, 2020, the Company’s shareholders approved the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan (the “Plan”). A description of the Plan is contained in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on July 28, 2020 under the heading “Proposal I - Approval of the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan” and is incorporated herein by reference, and a copy of the Plan is attached to that proxy statement as Appendix A and also is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 15, 2020, the Company held a Special Meeting. Holders of record of the Company’s common stock at the close of business on July 21, 2020, were entitled to vote on the proposal presented at the Special Meeting. A quorum was present at the Special Meeting and the voting results on the proposal are set forth below.
Proposal 1 - Approval of the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan
The Company’s shareholders approved the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan.
| Number of Votes | |
|---|---|
| For | 7,788,102 |
| Against | 815,577 |
| Abstain | 54,440 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are filed herewith:
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.
| RICHMOND MUTUAL BANCORPORATION, INC. | ||
|---|---|---|
| Date: September 15, 2020 | By: | /s/Donald A. Benziger |
| Donald A. Benziger | ||
| Executive Vice President and CFO |