8-K
River Financial Corp (RVRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: May 17, 2021
RIVER FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
| Alabama | 333-205986 | 46-1422125 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 2611 Legends Drive<br><br><br>Prattville, Alabama | 36066 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(334) 290-2700
(Registrant’s telephone number, including area code)
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):
| ☐ | 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: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
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 Matter to a Vote of Security Holders.
On May 17, 2021, River Financial Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Summarized below is a description of the matters voted on at the Annual Meeting and the final results of such voting.
Proposal – Election of Directors. The stockholders elected each of the director nominees to serve as directors until the Company’s 2022 annual meeting of stockholders and until their successors have been elected and qualified. Each of the director nominees was a current director of the Company who was re-elected. The voting for each of the directors at the Annual Meeting was as follows:
| Name | Votes For | Votes Against | Withhold Authority | |||
|---|---|---|---|---|---|---|
| Larry Puckett | 3,517,111 | 7,408 | ||||
| Gerald R. Smith, Jr. | 3,519,519 | 5,000 | ||||
| John A. Freeman | 3,517,111 | 7,408 | ||||
| W. Murray Neighbors | 3,517,111 | 7,408 | ||||
| Vernon B. Taylor | 3,517,111 | 7,408 | ||||
| James M. Stubbs | 3,524,519 | |||||
| Jimmy L. Ridling | 3,517,111 | 7,408 | ||||
| Charles R. Moore, III | 3,515,817 | 8,702 | ||||
| Brian McLeod | 3,524,519 | |||||
| Charles E. Herron, Jr | 3,524,519 |
Proposal – Approve the addition of 300,000 shares under River Financial’s 2015 Incentive Stock Compensation Plan. The proposal to approve the addition of 300,000 shares under River Financial’s 2015 Incentive Stock Compensation Plan, was approved by a vote of the stockholders of 3,445,599 for, 60,270 against, and 18,650 abstain.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 10.1 | Amendment to 2015 Incentive Stock Compensation Plan. |
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.
| RIVER FINANCIAL CORPORATION | ||
|---|---|---|
| Date: May 20, 2021 | By: | /s/ James M. Stubbs |
| James M. Stubbs | ||
| Chief Executive Officer |
2
ck0001641601-ex101_9.htm
Exhibit 10.1
Amendment
to
River Financial Corporation
2015 Incentive Stock Compensation Plan
Section 1.03 of the Plan is hereby amended to increase the authorized number of shares under such plan from 600,000 shares of Common Stock to 900,000 shares of Common Stock.
Dated:May 17, 2021.