Current Report Filing (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 19, 2022

 

Landmark Bancorp, Inc.

(Exact name of registrant as specified in charter)

 

Delaware		0-33203		43-1930755
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

701 Poyntz Avenue

Manhattan, Kansas 66502

(Address of principal executive offices) (Zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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		LARK		Nasdaq Global Market

 

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 1934 (§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. ☐

 

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On May 18, 2022, Landmark Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 4,997,459 shares of common stock eligible to vote at the Annual Meeting, 4,043,894 shares were represented in person or by proxy, representing approximately 80.9% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:

 

1)	Election of three Class III members of the board of directors to serve a three-year term expiring in 2025:

 

Name		Votes For				Votes Against				Abstentions				Broker Non-Votes
Patrick L. Alexander			1,648,535				1,104,719				135,501				1,155,139
Jim W. Lewis			2,712,376				169,423				6,956				1,155,139
Michael E. Scheopner			2,792,655				88,548				7,552				1,155,139

 

2)	Approval, in a non-binding, advisory vote, of the compensation of our named executive officers (“say-on-pay”) disclosed in the Company’s definitive proxy statement, which was filed on April 14, 2022:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	2,415,949				462,301				10,505				1,155,139

 

3)	Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	3,988,614				41,951				13,329				-

 

 

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.

 

Date: May 19, 2022	Landmark Bancorp, Inc.
	By:	/s/ Mark A. Herpich
	Name:	Mark A. Herpich
	Title:	Vice President, Secretary, Treasurer, and Chief Financial Officer