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Section 1: 8-K (FORM 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): May 20, 2020
Richmond Mutual Bancorporation, Inc.
(Exact name of registrant as specified in its charter)

Maryland
 
001-38956
 
36-4926041
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)

31 North 9th Street, Richmond, Indiana
 
47374
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (765) 962-2581
 
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, par value $0.01 per share
RMBI
The NASDAQ Stock Market LLC

Indicated 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 [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 ☐


Items to be Included in this Report

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

Richmond Mutual Bancorporation, Inc. (the “Company”) held its annual meeting of shareholders on May 20, 2020.  Holders of record of the Registrant’s common stock at the close of business on March 26, 2020, were entitled to vote on two proposals at the annual meeting.  The final voting results of each proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s shareholders approved the election of Harold T. Hanley, III as a director of the Company for a two-year term to expire in the year 2022 and Lindley S. Mann, W. Ray Stevens, III and Kathryn Girten as directors of the Company each for a three-year term to expire in the year 2023.

   
For
   
Withheld
   
Broker Non-Vote
 
Harold T. Hanley, III
   
7,694,941
     
409,502
     
2,660,991
 
Lindley S. Mann
   
7,268,519
     
835,924
     
2,660,991
 
W. Ray Stevens, III
   
7,126,915
     
977,528
     
2,660,991
 
Kathryn Girten
   
7,232,295
     
872,148
     
2,660,991
 

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders approved the ratification of the appointment of BKD LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

   
Number of Votes
 
For
   
10,479,891
 
Against
   
222,301
 
Abstain
   
63,242
 
         
Item 8.01.  Other Events

On May 21, 2020, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference announcing the declaration of a cash dividend on the Company’s common stock of $0.05 per share, payable on June 18, 2020 to stockholders of record as of June 4, 2020.

Item 9.01.  Financial Statements and Other Exhibits
 
(d)
Exhibits

99.1 Press release dated May 21, 2020.





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 thereunto duly authorized.

 
RICHMOND MUTUAL BANCORPORATION, INC.
       
Date: May 21, 2020
By:
/s/Donald A. Benziger
 
   
Donald A. Benziger
 
   
Executive Vice President and CFO
 


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Section 2: EX-99.1 (PRESS RELEASE)

Exhibit 99.1


RICHMOND MUTUAL BANCORPORATION, INC.
ANNOUNCES QUARTERLY DIVIDEND

RICHMOND, IN– May 21, 2020 – Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) announced today that its Board of Directors has declared a cash dividend on Richmond Mutual Bancorporation common stock of $0.05 per share, payable on June 18, 2020 to stockholders of record as of the close of business on June 4, 2020.

About Richmond Mutual Bancorporation, Inc.

Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Richmond, a community-oriented financial institution offering traditional financial and trust services within its local communities through its eight locations in Richmond, Centerville, Cambridge City and Shelbyville, Indiana, its five locations in Sidney, Piqua and Troy, Ohio and its loan production office in Columbus, Ohio.

Forward-Looking Statements

Statements in this press release that are not historical facts may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such     as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature,  are   subject to risks and uncertainties that could cause actual results to differ materially from the results anticipated in such statements, including the effect of the COVID-19 pandemic on the Company’s credit quality and business operations, as well as its impact on general economic and financial market  conditions and other uncertainties such as the extent and duration of the impact of the pandemic on public health, the U.S. and global economies, and on consumer and corporate customers, employment levels and market liquidity. In addition, forward-looking statements also are subject to legislative changes; changes in policies by regulatory agencies; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; the Company's ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in the Company's market area; changes in management's business strategies; changes in the regulatory and tax environments in which the Company operates; and other factors set forth in the Company's filings with the SEC.


Contacts

Richmond Mutual Bancorporation, Inc.
Garry D. Kleer, Chairman, President and Chief Executive Officer
Donald A. Benziger, Exec. VP/Chief Financial Officer
(765) 962-2581

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