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Section 1: 8-K (FORM 8-K)

Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2018




(Exact name of registrant as specified in its charter)




Ohio   0-16540   34-1405357

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


201 South 4th Street,

Martins Ferry, Ohio

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (740) 633-0445


(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))

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. Submission of Matters to a Vote of Securities Holders.

The Annual Meeting of Shareholders of United Bancorp, Inc. was held on April 18, 2018. The only matters decided by a vote of the shareholders were:


  1. The election of the following Directors to a new term of office to serve until the next annual meeting of stockholders.




Cast For







Scott A. Everson

  3,289,103   20,863   1,413,764

Gary W. Glessner

  3,288,744   21,221   1,413,764

John M. Hoopingarner

  3,264,880   45,085   1,413,764

Richard L. Riesbeck

  3,259,588   50,377   1,413,764


  2. The adoption of the United Bancorp, Inc. 2018 Stock Incentive Plan.



Cast For











  106,378   25,282   1,413,763


  3. The ratification of the Audit Committee’s appointment of BKD, LLP to serve as the Company’s Independent Registered Public Accounting Firm for the 2018 fiscal year.



Cast For











  3,039   49,928  


Item 8.01. Other Events.

On April 19, 2018, United Bancorp, Inc. issued a press release announcing the declaration of its regular cash dividend for the second quarter of $0.13 per Share and reporting on the organizational actions taken at the Annual Shareholder Meeting on April 18, 2018. The press release is furnished as Exhibit No. 99 hereto.


Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

The following exhibits are furnished herewith:





Exhibit Description

99    Press release, dated April 19, 2018


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.


Dated: April 19, 2018     UNITED BANCORP, INC.
    /s/ Randall M. Greenwood
    Randall M. Greenwood
    Senior Vice President and Chief Financial Officer
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Section 2: EX-99 (EX-99)


Exhibit 99




201 S. Fourth Street, Martins Ferry, OH 43935 | 888.275.5566 |


We Are UNITED...To Better Serve You!



United Bancorp, Inc.

201 South 4th at Hickory Street, Martins Ferry, OH 43935



Scott A. Everson

President and CEO


Randall M. Greenwood

Senior Vice President, CFO and Treasurer


(740) 633-0445 Ext. 6154


(740) 633-0445 Ext. 6181

FOR IMMEDIATE RELEASE:        11:00 AM      April 19, 2018

United Bancorp, Inc. Declares its Second Quarter Regular Cash Dividend Payment at $0.13 per Share which produces a Trailing Twelve Month (TTM) Yield of 4.25% and Reports on Annual Shareholder Meeting

MARTINS FERRY, OHIO ◆◆◆ On April 18, 2018, the Board of Directors of United Bancorp, Inc. (UBCP) declared the second quarter dividend payment of $0.13 per share for shareholders of record on June 8, 2018 with a payment date of June 20, 2018. This payment is equal to the cash dividend paid in the first quarter of this year and is greater than the $0.11 per share paid in the second quarter of last year. With this second quarter cash dividend payment, United Bancorp, Inc. has paid cash dividends of $0.55 over the trailing twelve months (TTM), which does include the $0.05 special cash dividend paid to shareholders this past December. This payout is greater than the $0.49 paid out over the previous year’s trailing twelve month period, an increase of $0.06 or 12.24%. At this present cash dividend payout level, the TTM Yield is 4.25% based on the most recent quarter-ending market price.    

Scott A. Everson, President and CEO, announced at the annual meeting held that date, the Shareholders of UBCP elected Directors for the following year including himself; Gary W. Glessner, CPA and Managing Member of Glessner and Associates, PLLC; John M. Hoopingarner, Executive Director, Muskingum Watershed Conservancy District, New Philadelphia and Richard L. Riesbeck, Chairman of the UBCP Board of Directors and President, Riesbeck Food Markets, Inc., St. Clairsville.

United Bancorp, Inc. is headquartered in Martins Ferry, Ohio and has total assets of $488 million and total shareholder’s equity of $44 million as of March 31, 2018. Through its single bank

charter, Unified Bank, the Company has eighteen banking offices that serve the Ohio Counties of Athens, Belmont, Carroll, Fairfield, Harrison, Jefferson and Tuscarawas. The Company also operates a Loan Production Office in Wheeling, WV. United Bancorp, Inc. is a part of the Russell Microcap Index and trades on the NASDAQ Capital Market tier of the NASDAQ Stock Market under the symbol UBCP, Cusip #909911109.

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