Colony Bankcorp Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$CBAN
Major Banks
Finance
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 20, 2024
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(229 ) 426-6000
(Registrant's telephone number, including area code)
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)) | ||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of May 16, 2024, Harold W. Wyatt, III retired from service as a member of the Board of Directors of Colony Bankcorp, Inc. (the “Company”) and Colony Bank (the “Bank”), as previously disclosed in the Company’s Current Report on Form 8-K filed on December 14, 2023.
Also, as of May 16, 2024, Jonathan W.R. Ross did not stand for reelection at the Company’s 2024 annual meeting of shareholders (the “Annual Meeting”) and therefore retired from service as a member of the Board of Directors of the Company and the Bank.
Mr. Wyatt’s and Mr. Ross’s retirement did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||
On May 16, 2024, the Company held its Annual Meeting. As of March 22, 2024, the record date for the Annual Meeting, 17,558,611 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. A total of 13,876,693 shares, or 79.03% of Colony's common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
The Company's shareholders voted on three proposals at the Annual Meeting. The final results of the votes, including the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter are as follows:
Proposal 1. The election of eight directors to constitute the Company's Board of Directors to serve until the 2025 annual meeting of shareholders and until their successors are elected and qualified:
| Votes For | Votes Withheld | Broker Non-Vote | ||||||||||||||||||
| Scott L. Downing | 11,387,912 | 210,770 | 2,278,011 | |||||||||||||||||
| T. Heath Fountain | 11,360,505 | 238,177 | 2,278,011 | |||||||||||||||||
| Audrey D. Hollingsworth | 11,478,465 | 120,217 | 2,278,011 | |||||||||||||||||
| Edward P. Loomis, Jr. | 8,724,929 | 2,873,753 | 2,278,011 | |||||||||||||||||
| Mark H. Massee | 11,372,654 | 226,028 | 2,278,011 | |||||||||||||||||
| Meagan M. Mowry | 10,104,333 | 1,494,349 | 2,278,011 | |||||||||||||||||
| Matthew D. Reed | 10,288,002 | 1,310,680 | 2,278,011 | |||||||||||||||||
| Brian D. Schmitt | 11,330,605 | 268,077 | 2,278,011 | |||||||||||||||||
Proposal 2. The approval of an advisory “say on pay” resolution supporting the compensation plan for the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 10,750,246 | 505,614 | 340,397 | 2,278,011 | |||||||||||||||||
Proposal 3. The ratification of the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2024:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 13,836,716 | 37,519 | 2,458 | — | |||||||||||||||||
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.
| COLONY BANKCORP, INC. | ||||||||
| Date: May 20, 2024 | By: | /s/ T. Heath Fountain | ||||||
| T. Heath Fountain | ||||||||
| Chief Executive Officer | ||||||||