Current Report Filing (8-k)
May 17 2018 - 5:28PM
Edgar (US Regulatory)
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 15, 2018
New Peoples
Bankshares, Inc.
(Exact name
of registrant as specified in its charter)
Commission
File Number: 000-33411
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VA
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31-1804543
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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67 Commerce
Drive
Honaker,
VA 24260
(Address of
principal executive offices, including zip code)
(276) 873-7000
(Registrant’s
telephone number, including area code)
N/A
(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))
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure
and analysis in Exhibit 99.1 attached to this Current Report on Form 8-K contains some forward-looking statements. These forward-looking
statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks
or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks
include: changes in business or other market conditions; the timely development, production and acceptance of new products and
services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty
of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company's
Securities and Exchange Commission reports including, but not limited to, the most recent quarterly report filed on Form 10-Q,
current reports filed on Form 8-K, and the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private
Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.
Item 5.07
Submission of Matters to a Vote of Security Holders
New Peoples
Bankshares, Inc. (the “Company”) held its 2018 Annual Shareholders’ Meeting (the “Annual Meeting”)
on May 15, 2018. A total of 23,922,086 shares of the Company’s Common Stock were entitled to vote as of March 22, 2018,
the record date for the Annual Meeting. There were 16,433,957shares present at the Annual Meeting in person or by proxy, and the
shareholders voted on three proposals.
Proposal
1: Election of Directors
The shareholders
elected four directors to serve three-year terms expiring in 2021. The four directors elected to serve the three-year terms were
Joe M. Carter, Harold Lynn Keene, Fred W. Meade, and J. Robert Buchanan. The results of the vote were as follows:
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Nominees
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Votes
FOR
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Votes
Withheld
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Broker
Non-Votes
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Uncast
Votes
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Joe
M. Carter
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14,881,629
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115,738
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1,436,590
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-
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Harold
Lynn Keene
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14,910,651
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86,716
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1,436,590
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-
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Fred
W. Meade
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14,693,105
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304,262
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1,436,590
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-
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J.
Robert Buchanan
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14,901,577
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95,790
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1,436,590
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-
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The shareholders
elected one director to serve a one-year terms expiring in 2019. The director elected to serve the one-year term was C. Todd Asbury.
The results of the vote were as follows:
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Nominees
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Votes
FOR
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Votes
Withheld
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Broker
Non-Votes
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Uncast
Votes
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C.
Todd Asbury
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14,911,180
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86,044
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1,436,590
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143
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Proposal
2: Advisory Vote to Approve Named Executive Officer Compensation
The shareholders
approved a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The results
of the vote follow:
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Votes
FOR
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Votes
AGAINST
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Votes
ABSTAIN
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Broker
Non-Votes
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Uncast
Votes
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14,248,554
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166,394
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539,160
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1,436,590
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43,259
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Proposal
3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The shareholders
voted to ratify the Company’s Audit Committee of the Board of Directors’ appointment of Elliott Davis, LLC to serve
as its independent registered public accounting firm for the year ending December 31, 2018. The results of the vote follow:
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Votes
FOR
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Votes
AGAINST
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Votes
ABSTAIN
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Uncast
Votes
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16,193,383
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45,342
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151,973
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43,259
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On May 15,
2018, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to
this report as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed”
for any purpose.
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Item 9.01
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Financial Statements
and Exhibits
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(d)
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The following exhibit
is included with this report:
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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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New Peoples Bankshares, Inc.
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Date: May 17, 2018
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/s/ John
J. Boczar
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John J. Boczar
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Executive Vice
President and Chief Financial Officer and Secretary
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