Current Report Filing (8-k)
May 15 2020 - 6:33AM
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)
Ohio
(State or other
jurisdiction of incorporation)
001-36613
(Commission File Number)
34-1585111
(I.R.S. Employer Identification Number)
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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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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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☐
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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 5.07
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Submission of Matters to a Vote of Security Holders
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Middlefield Banc Corp. (the Company) held its Annual Meeting of Shareholders (the Meeting) on May 13, 2020 in Aurora, Ohio. Five
proposals were voted upon at the Meeting, which were (1) the election of four (4) persons to serve as directors of the Company for a three-year term expiring at the 2023 Annual Meeting; (2) approving an amendment to the Companys
Second Amended and Restated Articles of Incorporation to increase the authorized number of common shares; (3) approving a non-binding advisory vote regarding the compensation of the Companys named
executive officers as disclosed in its proxy statement; (4) ratification of the selection of S. R. Snodgrass, P.C. as the independent register public accountants for the fiscal year ending December 31, 2020; and (5) approval to
adjourn the annual meeting, if necessary, to allow solicitation of additional proxies, in the event there were not sufficient votes at the time of the annual meeting to adopt the proposal to amend the Articles. The proposals are described in detail
in the Proxy Statement mailed to shareholders on or about April 3, 2020.
The results of the proposals appear below:
Proposal 1. Election of Directors for a three-year term:
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Nominee
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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Eric W. Hummel
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3,499,009
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627,258
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1,082,530
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Kenneth E. Jones
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3,520,685
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605,582
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1,082,530
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James J. McCaskey
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3,509,323
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616,944
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1,082,530
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Michael C. Voinovich
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3,782,769
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343,498
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1,082,530
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Proposal 2. Approval to amend the Companys Articles of Incorporation to increase the authorized number of shares:
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For
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Against
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Abstentions
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Broker
Non-Votes
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3,977,723
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1,189,479
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41,596
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0
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Proposal 3. Non-binding advisory vote approving the compensation of the Companys
executive officers as disclosed in the proxy statement:
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For
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Against
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Abstentions
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Broker
Non-Votes
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3,698,423
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415,922
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11,922
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1,082,530
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Proposal 4. Ratification of the selection of S. R. Snodgrass, P. C. as independent registered public accountants.
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For
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Against
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Abstentions
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Broker
Non-Votes
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4,583,853
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576,298
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48,647
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0
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Proposal 5. Approval to adjourn the annual meeting, if necessary, to allow solicitation of additional proxies, in the event
there were not sufficient votes at the time of the annual meeting to adopt the proposal to amend the Articles:
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For
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Against
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Abstentions
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Broker
Non-Votes
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4,392,203
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718,524
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98,070
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0
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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 15, 2020
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/s/ James R. Heslop,
II ,
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Executive Vice President and COO
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