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Section 1: 8-K (8-K 05152019 ANNUAL MEETING)

Document


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

May 15, 2019
Date of Report (Date of earliest event reported)

UNITED SECURITY BANCSHARES
(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)
000-32987
 
91-2112732
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
2126 Inyo Street, Fresno, California
 
93721
(Address of principal executive offices)
 
(Zip Code)

559-248-4943
(Registrant's Telephone Number, Including Area Code)

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 14a12 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o 

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

On May 15, 2019 United Security Bancshares (the "Company") held its annual meeting of shareholders. A total of 14,038,325 shares were represented and voting at the meeting, constituting 82.83% of the 16,949,122 issued and outstanding shares entitled to vote at the meeting. At the annual meeting, the Company's shareholders (i) elected all 10 nominees to the Company's Board of Directors, (ii) ratified the selection of Moss Adams LLP as the Company's independent registered public accounting firm for 2019, (iii) approved the compensation of the Company's Named Executive Officers on an advisory (non-binding) basis, and (iv) voted, on an advisory (non-binding) basis, on the frequency of the non-binding advisory vote concerning the compensation of the Company's Named Executive Officers. The following are the voting results of each matter submitted to the Company's shareholders at the annual meeting:

1.
Election of the following 10 nominees to the Company's Board of Directors for a term of one year:
Nominee
For
Against
Abstain
Broker Non-Votes
Stanley J. Cavalla
8,899,198
200,700
4,938,427
Tom Ellithorpe
9,037,283
62,615
4,938,427
Benjamin Mackovak
8,900,061
199,837
4,938,427
Nabeel Mahmood
9,056,710
43,188
4,938,427
Robert M. Mochizuki
8,894,935
204,963
4,938,427
Kenneth D. Newby
8,915,302
184,596
4,938,427
Susan Quigley
8,907,054
192,844
4,938,427
Brian Tkacz
8,900,631
199,267
4,938,427
Dennis R. Woods
9,071,399
28,499
4,938,427
Michael T. Woolf
9,047,605
52,293
4,938,427
2. Ratification of Moss Adams LLP as the Company's independent registered public accounting firm for 2019:
For
Against
Abstain
Non-Votes
13,785,518
48,847
203,960
3. Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers:
For
Against
Abstain
Non-Votes
8,807,764
198,629
93,505
4,938,427
4. Non-binding advisory vote concerning the frequency of the non-binding advisory vote to approve the compensation of the Company's Named Executive Officers:
Three Years
Two Years
One Year
Abstain
Non-Votes
6,133,153
150,567
2,752,402
63,776
4,938,427


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.
 
 
 
UNITED SECURITY BANCSHARES
 
 
 
 
Date:
May 16, 2019
 
By: /s/ Bhavneet Gill
 
 
 
Bhavneet Gill
 
 
 
Senior Vice President & Chief Financial Officer


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