Current Report Filing (8-k)
May 14 2020 - 11:53AM
Edgar (US Regulatory)
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
May 13, 2020
(Date
of Report: Date of earliest event reported)
Middlefield
Banc Corp.
(Exact name of registrant as specified in its charter)
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Ohio
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001-36613
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34-1585111
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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15985 East High Street
Middlefield, Ohio 44062
(Address of principal executive offices, including zip code)
(440) 632-1666
(Registrants telephone number, including area code)
(not applicable)
(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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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MBCN
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The NASDAQ Stock Market, LLC
(NASDAQ Capital Market)
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On May 13, 2020, at the Annual Meeting of Shareholders of Middlefield Banc Corp.
(the Company), Michael C. Voinovich was elected to the Board of Directors of the Company. Mr. Voinovich will serve until the 2023 Annual Meeting of Shareholders or until his successor is elected and qualified or until his earlier
resignation or removal. Mr. Voinovich will serve as a member of both the Executive Committee and the Corporate Governance and Nominating Committee.
Mr. Voinovich is Executive Vice President and Chief Investment Officer of ECHO Health, Inc., headquartered in Westlake, Ohio. He also serves as a
director of GBank Financial Holdings, Inc. and the Bank of George, both of Las Vegas, NV.
As a non-employee
Director, Mr. Voinovich will receive compensation in the same manner as the Companys other non-employee Directors.
A press release announcing the election of Mr. Voinovich to the Board of Directors is included as Exhibit 99.1 to this current report on Form 8-K.
Middlefield Banc Corp. is a bank holding company with total assets of $1.21 billion at March 31, 2020.
The Companys subsidiary bank, The Middlefield Banking Company, operates 16 full-service banking centers and one loan production office at locations in Northeast Ohio and Central Ohio.
Middlefield Banc Corp. may be accessed at www.middlefieldbank.bank. The Companys common shares are traded on the NASDAQ Capital Market under the
symbol MBCN.
The following exhibit is furnished to this Current Report on Form 8-K:
(a) Exhibits.
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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MIDDLEFIELD BANC CORP.
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Date: May 14, 2020
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/s/ James R. Heslop,
II ,
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Executive Vice President and COO
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