MIDDLEFIELD BANC CORP false 0000836147 0000836147 2024-05-15 2024-05-15

 

 

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 15, 2024

(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

(Registrant’s 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:

 

☐

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, no par value   MBCN  

The NASDAQ Stock Market, LLC

(NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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

On May 15, 2024, Middlefield Banc Corp. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). Three proposals were voted upon at the Meeting, which were (1) the election of four directors to serve until the 2027 annual meeting of shareholders or until their successors are elected and qualified; (2) a non-binding advisory proposal to approve the compensation of Middlefield Banc Corp.’s named executive officers; (3) ratification of the appointment of S.R. Snodgrass, P.C. as independent auditor for the fiscal year ending December 31, 2024. The proposals are described in detail in the Proxy Statement mailed to shareholders on or about April 5, 2024. The results of the proposals appear below:

Proposal 1. Election of Directors for a three-year term:

 

Nominee

  

Votes For

  

Votes
Withheld

  

Broker
Non-Votes

Thomas W. Bevan

   4,287,459   810,812   1,056,923

Kevin A. DiGeronimo

   4,574,846   523,505   1,056,923

Jennifer L. Moeller

   4,587,831   510,520   1,056,923

Ron L. Zimmerly, Jr.

   4,689,424   408,927   1,056,923

Proposal 2. Non-binding advisory vote approving the compensation of the Company’s executive officers as disclosed in the proxy statement.

 

For

  

Against

  

Abstentions

  

Broker
Non-Votes

4,352,976

   420,151   325,223   1,056,923

Proposal 3. Ratification of the selection of S. R. Snodgrass, P. C. as independent registered public accountants.

 

For

  

Against

  

Abstentions

  

Broker
Non-Votes

5,868,681

   225,532   61,061   0

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.

 

    MIDDLEFIELD BANC CORP.
Date: May 20, 2024          

/s/ Ronald L. Zimmerly, Jr.

      Chief Executive Officer
v3.24.1.1.u2
Document and Entity Information
May 15, 2024
Cover [Abstract]  
Entity Registrant Name MIDDLEFIELD BANC CORP
Amendment Flag false
Entity Central Index Key 0000836147
Document Type 8-K
Document Period End Date May 15, 2024
Entity Incorporation State Country Code OH
Entity File Number 001-36613
Entity Tax Identification Number 34-1585111
Entity Address, Address Line One 15985 East High Street
Entity Address, City or Town Middlefield
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44062
City Area Code (440)
Local Phone Number 632-1666
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, no par value
Trading Symbol MBCN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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