Form 8-K - Current report

0000916907false00009169072024-10-282024-10-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)       October 28, 2024                      

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SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Missouri		000-23406		43-1665523
(State or other		(Commission File No.)		(IRS Employer
jurisdiction of incorporation)				Identification Number)

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2991 Oak Grove Road, Poplar Bluff, Missouri		63901
(Address of principal executive offices)		(Zip Code)

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Registrant's telephone number, including area code:    [phone]                   

N/A

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

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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:

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SMBC	The NASDAQ Stock Market LLC

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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. ☐

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

The 2024 Annual Meeting of stockholders of Southern Missouri Bancorp, Inc. was held on October 28, 2024, in Poplar Bluff, Missouri. Stockholders representing 9,102,349 shares, or 80.71%, of the common shares outstanding as of the September 6, 2024, record date were present in person or were represented at the meeting by proxy. Final voting results are shown below:

(Proposal 1) The election of the following nominees as directors of the Company, each for a three-year term:

(a)

Greg A. Steffens

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​		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
​	​	6,514,899	​	1,351,497	​	205,735	​	1,030,218

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(b)

Todd E. Hensley

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​		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
​	​	6,562,049	​	1,320,460	​	189,622	​	1,030,218

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(c)

L. Douglas Bagby

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​		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
​	​	5,623,052	​	2,243,314	​	205,765	​	1,030,218

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(Proposal 2) Advisory (non-binding) vote on executive compensation, commonly referred to as “Say on Pay” vote:

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​		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
​	​	7,771,276	​	98,059	​	202,796	​	1,030,218

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(Proposal 3) Advisory (non-binding) vote as to whether the future advisory votes on executive compensation should be held every one, two, or three years:

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ONE		TWO		THREE		ABSTAIN		BROKER NON-VOTES
7,156,200	​	118,263	​	589,487	​	208,181	​	1,030,218

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(Proposal 4) Approval of the Southern Missouri Bancorp, Inc. 2024 Omnibus Incentive Plan:

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​		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
​	​	7,730,054	​	136,295	​	205,782	​	1,030,218

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(Proposal 5) The ratification of the appointment of FORVIS MAZARS, LLP as the Company's independent auditors for the fiscal year ending June 30, 2025:

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​		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
​	​	8,805,276	​	109,284	​	187,789	​	-

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The vote required to approve Proposals 1, 2, 4 and 5 was the affirmative majority of the votes cast on each proposal. Accordingly, Messrs. Steffens, Hensley and Bagby were each elected to a three-year term to expire in 2027 and Proposals 2, 4 and 5 were approved. With regard to Proposal 3, the Board of Directors of the Company determined, in light of the results of this item, that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of advisory votes on executive compensation.

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SIGNATURES

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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.

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		SOUTHERN MISSOURI BANCORP, INC.
Date: October 30, 2024		By:	/s/ Matthew T. Funke
			Matthew T. Funke
			President and Chief Administrative Officer

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Cover	Oct. 28, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 28, 2024
Entity Central Index Key	0000916907
Entity File Number	000-23406
Registrant Name	SOUTHERN MISSOURI BANCORP, INC.
Entity Incorporation, State or Country Code	MO
Tax Identification Number (TIN)	43-1665523
Entity Address, Address Line One	2991 Oak Grove Road
Entity Address, City or Town	Poplar Bluff
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63901
City Area Code	573
Local Phone Number	778-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SMBC
Security Exchange Name	NASDAQ
Emerging Growth Company	false
Amendment Flag	false

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