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

pmhg20190506_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) May 2, 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.    ☐

 

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

None.

Trading Symbol(s)

N/A

Name of exchange on which registered

N/A

 

 

 

 

 Item 5.07.

Submissions of Matters to a Vote of Security Holders. 

 

On May 2, 2019, Prime Meridian Holding Company (the “Company”) held its Annual Meeting of Shareholders for the purpose of voting on the following proposals:

 

 

1.

The election of 14 directors, each for a one-year term.

 

2.

To ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditors for 2019.

 

3.

Adjournment of the Annual Meeting to solicit additional proxies in the event there are an insufficient number of votes to approve any one or more of the above Proposals.

 

The voting results for each proposal were:

 

PROPOSAL 1. Election of the following directors, each for a one-year term:

 

 

FOR

WITHHELD

BROKER

NONVOTES

William D. Crona

1,969,474

16,070

 

476,132

Sammie D. Dixon, Jr.

1,970,444

15,100

 

476,132

Steven L. Evans

1,960,444

25,100

  476,132

R. Randy Guemple

1,970,444

15,100

 

476,132

Chris L. Jensen

1,970,444

15,100

 

476,132

Kathleen C. Jones

1,836,214

149,330  

476,132

Robert H. Kirby

1,970,444

15,100

 

476,132

Frank L. Langston

1,970,444

15,100

 

476,132

Michael A. Micallef, Jr.

1,956,944

28,600

 

476,132

L. Collins Proctor, Sr.

1,957,944

27,600

 

476,132

Garrison A. Rolle, M.D.

1,970,444

15,100

 

476,132

Steven D. Smith

1,960,444

25,100

 

476,132

Marjorie A. Turnbull

1,963,944

21,600

 

476,132

Richard A. Weidner

1,970,444

15,100

 

476,132

 

PROPOSAL 2. Ratification of Hacker, Johnson & Smith, P.A., as the independent auditors for the Company for 2019:

 

FOR

AGAINST

ABSTENTIONS

BROKER

NONVOTES

2,453,689

6,871

1,116

0

 

PROPOSAL 3. Adjournment of the Annual Meeting to solicit additional proxies in the event there are an insufficient number of votes to approve any one or both of the above Proposals:

 

FOR

AGAINST

ABSTENTIONS

BROKER

NONVOTES

2,312,600

147,076

2,000

0

 

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/ Clint F. Weber

   

Clint F. Weber

   

Chief Financial Officer and

Executive Vice President

 

Date: May 7, 2019

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