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

pmhg20200203_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) April 16, 2020

 

 


 

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.)

 

     

1471 Timberlane Road, Tallahassee, FL

 

32312

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (850907-2300

 

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 Trading Symbol(s) Name of exchange on which registered
None N/A N/A

 

 

 

 

Item 8.01.

Other Events.

 

On April 16, 2020, Prime Meridian Holding Company (the “Company”) issued a press release. The press release announced that due to the impact of coronavirus, the Company’s Annual Meeting of Shareholders would be held virtually. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

 

The Annual Meeting will be held on Thursday, May, 7, 2020 at 6:00 pm Eastern Time. Shareholders may access the meeting at https://virtualshareholdermeeting.com/PMHG2020. To be admitted to the virtual meeting, registered shareholders must enter the control number found on their proxy card and enter the password PMHG2020. Shareholders who utilize a broker to hold their shares must contact their broker for their legal proxy and forward that proxy to the Company’s stock transfer agent, Computershare ([email protected]), to obtain a control number to attend and vote during the meeting. Shareholders may also attend the meeting as a guest, though the ability to ask questions and/or vote shares will not be an option.

 

Item 9.01 Financial Statements and Exhibits.

 

              (d)          Exhibits.

                                          

                             99.1       Press release dated April 16, 2020

 

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

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/ Sammie D. Dixon, Jr.

   

Sammie D. Dixon, Jr.

   

Vice Chairman, President and Chief Executive Officer

 

 

 

 

Date: April 16, 2020

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

ex_181311.htm

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASE

 

Prime Meridian Bank Announces Change to Virtual Format
For May 7, 2020 Annual Meeting of Shareholders

 

TALLAHASSEE, FL  -- April 16, 2020 -- Prime Meridian Holding Company (OTCQX: PMHG) the holding company for Prime Meridian Bank, has announced its 2020 annual meeting of shareholders will now take place virtually due to the public health impact of the coronavirus pandemic and to protect the health and well-being of our shareholders, employees and communities.

 

As previously announced, the date and time of the Annual Meeting will be Thursday, May, 7, 2020 at 6:00 pm Eastern Time. As described in the proxy materials for the annual meeting, shareholders are encouraged to participate in the annual meeting if they were a shareholder of record as of the close of business on March 18, 2020, the record date for the annual meeting.

 

Shareholders will be able to attend the meeting online, vote their shares electronically, and submit their questions during the meeting by visiting: http://www.meetingcenter.io/287824471. To be admitted to the virtual meeting, registered shareholders must enter the control number found on their proxy card and enter the password PMHG2020.  Shareholders who utilize a broker to hold their shares must contact their broker for their legal proxy and forward that proxy to Computershare ([email protected]) to obtain a control number to attend and vote during the meeting.

 

As an alternative, shareholders may attend the meeting as a Guest, though the ability to submit questions and/or vote their shares will not be an option.

 

We encourage all shareholders to vote and submit proxies in advance of the annual meeting using one of the available methods described in the proxy materials (mail, online or by phone). The proxy card included with the proxy materials previously distributed will not be updated to reflect the information in this release and may continue to be used to vote shares in connection with the annual meeting.

 

About Prime Meridian Holding Company

 

Headquartered in Tallahassee, Florida, Prime Meridian Holding Company (OTCQX: PMHG) offers a broad range of banking services through its wholly owned subsidiary, Prime Meridian Bank, a Florida state-chartered non-member bank.  Founded in 2008, the Bank now serves the Tallahassee and Lakeland/Winter Haven Metropolitan Statistical Areas (MSA), including clients in North and Central Florida as well as South Georgia and South Alabama.  The Bank currently has four Florida locations: two in Tallahassee, Florida, one in Crawfordville, Florida, and one in Lakeland, Florida.  As of December 31, 2019, the Bank had 88 full-time equivalent employees. For more information about Prime Meridian Holding Company, please visit www.primemeridianbank.com. 

 

CONTACT:       Sammie D. Dixon, Jr., Vice Chairman, President and CEO

 

(850) 907-2300

 

                             Prime Meridian Holding Company

 

                             Website: www.primemeridianbank.com

 

 

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