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Section 1: 8-K (8-K)

 

 

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): June 5, 2018

 


 

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

 


 

Indiana

 

001-38258

 

20-5747400

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

11555 North Meridian Street, Suite 400

Carmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code)

 

(317) 569-7420

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 x

 

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. o

 

 

 



 

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

 

Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on June 5, 2018. Matters voted upon were: (1) election of nine (9) directors to the Company’s Board of Directors and (2) ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018. The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number:

 

1.              Election of nine (9) members to the Company’s Board of Directors to serve until the Company’s 2019 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death:

 

Director Nominee

 

For

 

Withheld

 

Broker Non-Votes

Michael F. Petrie

 

23,456,791

 

227,725

 

1,095,842

Randall D. Rogers

 

23,374,687

 

309,829

 

1,095,842

Michael J. Dunlap

 

23,354,584

 

329,932

 

1,095,842

Scott A. Evans

 

23,355,484

 

329,032

 

1,095,842

Sue Anne Gilroy

 

22,658,088

 

1,026,428

 

1,095,842

Patrick D. O’Brien

 

22,657,188

 

1,027,328

 

1,095,842

John W. Perry

 

22,657,188

 

1,027,328

 

1,095,842

Anne E. Sellers

 

22,522,378

 

1,162,138

 

1,095,842

Davie N. Shane

 

22,570,575

 

1,113,941

 

1,095,842

 

2.              Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

24,692,409

 

26,677

 

61,272

 

0

 

Item 8.01 Other Events.

 

On June 5, 2018, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share on the Company’s outstanding shares of common stock. The dividend is payable July 2, 2018 to shareholders of record on June 15, 2018. The press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release issued by Merchants Bancorp June 5, 2018.

 

2



 

SIGNATURE

 

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.

 

 

 

MERCHANTS BANCORP

 

 

 

 

Date: June 5, 2018

By:

/s/ Michael F. Petrie

 

 

Name: Michael F. Petrie

 

 

Title: Chairman and Chief Executive Officer

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

Media Contact: Rebecca Marsh

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@merchantsbankofindiana.com

 

Investor Contact: Brian Sullivan

Merchants Bancorp

Phone: (317) 569-7420

Email: bsullivan@mbi-capital.com

 

PRESS RELEASE

 

Merchants Bancorp Declares Quarterly Cash Dividend

 

For Release June 5, 2018

 

CARMEL, Indiana — Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that the Board of Directors declared a quarterly cash dividend for the second quarter of 2018 of $0.06 per share on the Company’s outstanding shares of common stock.  The dividend is payable July 2, 2018, to shareholders of record on June 15, 2018.

 

ABOUT MERCHANTS BANCORP

 

Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business with a focus on Federal Housing Administration (“FHA”) multi-family housing and healthcare facility financing and servicing, mortgage warehouse financing, retail and correspondent residential mortgage banking, agricultural lending and traditional community banking.  Merchants Bancorp, with $3.7 billion in assets and $3.1 billion in deposits as of March 31, 2018, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, P/R Mortgage and Investment Corp., Joy State Bank, RICHMAC Funding LLC and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.

 


 

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