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): May 26, 2020

 

Rhinebeck Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-38779

 

83-2117268

(State or Other Jurisdiction)

 

(Commission File No.)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)

 

2 Jefferson Plaza, Poughkeepsie, New York

 

12601

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (845) 454-8555

 

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 (see General Instruction 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:

 

 

 

 

 

 

 

Title of each class

    

Trading
Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

RBKB

 

The NASDAQ Stock Market, LLC

 

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             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 26, 2020, the stockholders of Rhinebeck Bancorp (the “Company”) approved the Rhinebeck Bancorp, Inc. 2020 Equity Incentive Plan (the “Equity Plan”).  A description of the material terms of the Equity Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders of the Company held on May 26, 2020, which was filed with the Securities and Exchange Commission on April 21, 2020. A copy of the Equity Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of the Company was held on May 26, 2020.  The final results of the vote on each matter submitted to a vote of stockholders are as follows:

 

1.

The following individuals were elected as directors of the Company, each for a three-year term or until his successor is duly elected and qualified, by the following vote:

 

 

 

For

 

Withhold

 

Broker Non-Votes

 

 

 

 

 

 

 

William C. Irwin

 

9,055,606

 

501,396

 

812,439

Michael J. Quinn

 

9,417,036

 

139,966

 

812,439

 

2.

The Rhinebeck Bancorp, Inc. 2020 Equity Incentive Plan was approved by the following vote:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

9,231,785

 

306,340

 

18,877

 

812,439

 

3.

The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the following vote:

 

 

 

 

 

 

For

 

Against

 

Abstentions

10,225,334

 

54,012

 

90,095

 

 

Item 9.01 Financial Statements and Exhibits

 

 

 

 

(a)

Financial Statements of Businesses Acquired.

Not Applicable.

 

 

 

(b)

Pro Forma Financial Information.

Not Applicable.

 

 

 

(c)

Shell Company Transactions.

Not Applicable.

 

 

 

(d)

Exhibits

 

 

10.1

Rhinebeck Bancorp, Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 21, 2020 (File No. 001-38779))

 

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.

 

 

 

 

 

RHINEBECK BANCORP, INC.

 

 

 

 

 

 

DATE: May 27, 2020

By:

/s/ Michael J. Quinn

 

 

Michael J. Quinn

 

 

President and Chief Executive Officer

 

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