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

pmhg20190118_8k.htm

 


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) January 17, 2019

 

 


 

PRIME MERIDIAN HOLDING COMPANY 

(Exact name of registrant as specified in its charter)

 

 


 

Florida

 

333-191801

 

27-2980805

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS employer

identification no.)

 

1897 Capital Circle NE, Second Floor, Tallahassee, FL

 

32308

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (850907-2301

 

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))

 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 1933 (§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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 17, 2019, the Board of Directors of Prime Meridian Holding Company (the “Company”) adopted an amendment to the Company’s Bylaws to permit the Company to give notice of meetings of stockholders in any manner permitted by law. A copy of the amendment is included with this Form 8-K as Exhibit 3.4.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)          Exhibits.

 

3.4          Second Amendment to Bylaws dated January 17, 2019.

 

 

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.

 

 

PRIME MERIDIAN HOLDING COMPANY

     
     
 

By:

/s/ R. Randy Guemple

   

R. Randy Guemple

   

Chief Financial Officer and

Executive Vice President

     

 

Date: January 17, 2019

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Section 2: EX-3.4 (EXHIBIT 3.4)

ex_133107.htm

Exhibit 3.4

 

SECOND AMENDMENT TO THE BYLAWS OF

PRIME MERIDIAN HOLDING COMPANY

 

On January 17, 2019, the Board of Directors of Prime Meridian Holding Company (the “Corporation”) amended Article II, Section 4 of the Corporation’s Bylaws to read in its entirety as follows:

 

ARTICLE II

STOCKHOLDERS

 

Section 4 – NOTICE OF MEETING. Written notice, signed by the Chief Executive Officer, President or Chairman of the Board, stating the place, day and hour of the meeting and in the case of a Special Meeting the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Such notice shall be given to each shareholder in any manner permitted by law.

 

CERTIFICATION

 

This Second Amendment to the Bylaws has been adopted by the Board of Directors of Prime Meridian Holding Company on this 17th day of January, 2019, and shall be effective as of said date.

 

/s/ Sammie D. Dixon, Jr.

Sammie D. Dixon, Jr.

Vice Chairman, Chief Executive Officer, and President

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