Carter Bankshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CARE
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20429
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 28, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(276 ) 656-1776
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 28, 2025, Carter Bankshares, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 19,189,660 of the Company’s shares were voted in person or by proxy. Following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement for the 2025 Annual Meeting.
Proposal #1
To elect the 11 Directors below to serve until the 2026 Annual Meeting of Shareholders or until their successors are elected:
| For | Withhold Authority | Broker Non-Votes | |||||||||
| Michael R. Bird | 13,174,600 | 549,985 | 5,465,075 | ||||||||
| Kevin S. Bloomfield | 13,040,275 | 684,310 | 5,465,075 | ||||||||
| Robert M. Bolton | 13,239,569 | 485,016 | 5,465,075 | ||||||||
| Gregory W. Feldmann | 12,616,617 | 1,107,968 | 5,465,075 | ||||||||
| James W. Haskins | 12,675,868 | 1,048,717 | 5,465,075 | ||||||||
| Phyllis Q. Karavatakis | 13,138,156 | 586,429 | 5,465,075 | ||||||||
| Jacob A. Lutz, III | 12,927,624 | 796,961 | 5,465,075 | ||||||||
| Catharine L. Midkiff | 13,233,479 | 491,106 | 5,465,075 | ||||||||
| Curtis E. Stephens | 13,234,385 | 490,200 | 5,465,075 | ||||||||
| Litz H. Van Dyke | 13,093,626 | 630,959 | 5,465,075 | ||||||||
| Elizabeth L. Walsh | 13,227,869 | 496,716 | 5,465,075 | ||||||||
Proposal #2
To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
| For | Against | Abstain | Non- Votes | ||||||||
| 12,652,456 | 1,006,697 | 65,432 | 5,465,075 | ||||||||
Proposal #3
To ratify the appointment of the independent registered public accounting firm of Crowe LLP as the independent auditors of the Company for the fiscal year ending December 31, 2025.
| For | Against | Abstain | Non- Votes | ||||||||
| 18,824,437 | 346,624 | 18,599 | 0 | ||||||||
1
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 hereunto duly authorized.
| CARTER BANKSHARES, INC. | |||||
| (Registrant) | |||||
| Date: May 29, 2025 | By: | /s/ Wendy S. Bell | ||||||
| Name: | Wendy S. Bell | |||||||
| Title: | Chief Financial Officer | |||||||