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

plbc20190515_8k.htm

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, 2019

 

Plumas Bancorp


(Exact name of registrant as specified in its charter)

 

 

 

 

California 

000-49883

75-2987096

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

35 S. Lindan Avenue, Quincy, CA 

95971

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code       (530) 283-7305

 

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:

 

[ ] 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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:

Trading Symbol

Name of Each Exchange on which Registered:

Common Stock, no par value

PLBC

The NASDAQ Stock Market LLC

 

 

 

 

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

 

At the Annual Meeting of Shareholders of Plumas Bancorp held on May 15, 2019, the shareholders voted on (i) the election of nine directors for the next year, (ii) approval of a non-binding advisory vote on the Company’s executive compensation, (iii) the frequency of future voting on the non-binding advisory vote on executive compensation and (iv) the ratification of the appointment of Vavrinek, Trine, Day & Company, LLP as our independent auditors for the fiscal year ending December 31, 2019. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

 

Proposal #1: Election of Directors

 

On the proposal to elect Directors of Plumas Bancorp, the Board of Director’s nominees were elected as Directors of Plumas Bancorp until the 2020 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The voting results were as follows:

 

 

 

Nominee

Votes For

Nominee

Votes

Withheld or

Against

Nominee

Abstentions

Broker

Non-Votes

Michonne R. Ascuaga

2,560,855

32,863

n/a

1,894,575

Steven M. Coldani

2,564,341

29,377

n/a

1,894,575

William E. Elliott

2,575,932

17,786

n/a

1,894,575

Gerald W. Fletcher

2,575,811

17,907

n/a

1,894,575

Richard F. Kenny

2,525,410

68,308

n/a

1,894,575

Robert J. McClintock

2,576,778

16,940

n/a

1,894,575

Terrance J. Reeson

2,563,403

30,315

n/a

1,894,575

Andrew J. Ryback

2,577,553

16,165

n/a

1,894,575

Daniel E. West

2,563,322

30,396

n/a

1,894,575

 

Proposal #2: Non-Binding Advisory Vote on Executive Compensation

 

On the proposal for the approval of non-binding advisory vote on executive compensation the voting results were as follows:

 

For

Against

Abstain

Broker Non-Votes

2,357,807

32,486

203,425

1,894,575

 

Proposal #3: Frequency of Future Voting on the Non-Binding Advisory Vote on Executive Compensation

 

On the proposal for the frequency of future voting on the non-binding advisory vote on executive compensation the voting results were as follows:

 

One Year

Two Years

Three Years

Abstain

Broker Non-Votes

439,911

54,272

1,440,317

659,218

1,894,575

 

In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted every three years, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.

 

Proposal #4: Ratification of the Appointment of Independent Auditors

 

On the proposal for the ratification of the appointment of Vavrinek, Trine, Day & Company, LLP as our independent auditors for the fiscal year ending December 31, 2019 the voting results were as follows:

 

For

Against

Abstain

4,481,519

456

6,318

 

 

 

 

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.

 

 

 

Plumas Bancorp
(Registrant)

 

 

 

 

 

 

 

May 16, 2019 

 

By: 

 

/s/  Richard L. Belstock

 
 

 

 

 

Name: Richard L. Belstock
Title: Chief Financial Officer

 

 

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