ebmt20190422_8k.htm

 

 

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): April 18, 2019

 

 

 

EAGLE BANCORP MONTANA, INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

 

Delaware

 

1-34682

 

27-1449820

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

1400 Prospect Avenue       59601
Helena, Montana       (Zip Code)
(Address of Principal Executive Offices)        

 

(406) 442-3080

Registrant’s telephone number, including area code

 

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:

 

☐

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.

 

At the 2019 Annual Meeting of Shareholders of Eagle Bancorp Montana, Inc. held on April 18, 2019, five proposals were submitted to the shareholders. Of 6,437,692 shares outstanding and entitled to vote at our Annual Meeting, 5,523,026 were present in person or by proxy. The proposals are described in detail in the Company’s Proxy Statement. The following is a summary of the voting results for each matter presented to the shareholders.

 

 

Proposal 1

 

Election of five directors, four to serve for three-year terms each until the 2022 annual meeting of shareholders: Benjamin G. Ruddy, Rick F. Hays, Peter J. Johnson, and Maureen J. Rude; and one to serve for a one-year term until the 2020 annual meeting of shareholders: Corey Jensen. Each nominee for director was elected by a vote of the shareholders as follows:

 

   

Votes For

    

Votes Withheld

    

Broker Non-vote

  

Benjamin G. Ruddy

     4,229,206       103,036       1,190,784  

Rick F. Hays

     4,285,048       47,194       1,190,784  

Peter J. Johnson

     4,286,109       46,133       1,190,784  

Maureen J. Rude

     4,284,538       47,704       1,190,784  

Corey Jensen

     4,222,274       109,968       1,190,784  

 

 

Proposal 2

 

Ratification of the appointment of Moss Adams LLP as independent registered public accounting firm for fiscal year 2019. The proposal was approved by a vote of shareholders as follows:

 

   

Votes For

    

Votes Against

    

Abstentions

  

Ratification of Moss Adams LLP as independent registered public accountants

     5,487,396       9,125       26,505  

 

 

Proposal 3

 

The amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.01 par value per share, from 8,000,000 shares to 20,000,000 shares was approved by the following vote:

 

   

Votes For

    

Votes Against

    

Abstentions

  

Ratification of Moss Adams LLP as independent registered public accountants

     5,115,006       369,838       38,182  

 

 

Proposal 4

 

The advisory vote on named executive officer compensation, as disclosed in our proxy statement, was approved by the following vote:

 

   

Votes For

    

Votes Against

    

Abstentions

  

Advisory vote on named executive officer compensation as disclosed in the proxy statement

     4,042,624       148,483       141,135  
                       
   

Broker Non-vote

                  
      1,190,784                  

 

 
 

 

Proposal 5

 

The advisory vote on the frequency of an advisory vote on named executive officer compensation was approved at one year by the following vote:

  

   

Votes For

    

Votes For

    

Votes For

          
   

One Year

    

Two Years

    

Three Years

    

Abstentions

  

Advisory vote on frequency of advisory vote on named executive officer compensation as disclosed in the proxy statement

     3,617,407       198,098       378,488       138,054  

 

                                
    Broker Non-vote                          
      1,190,784                          

 

 
 

 

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.

 

 

Eagle Bancorp Montana, Inc.

 

Date: April 23, 2019

By:

/s/ Laura F. Clark

 
       

 

 

Laura F. Clark

 

 

 

Executive Vice President & CFO