Limestone Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Major Banks
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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):
(Exact Name of Registrant as specified in Charter)
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(State or other jurisdiction
of incorporation)
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(Commission
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip code)
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(502 ) 499-4800
(Registrant's telephone number, including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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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☐
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Item 5.07
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Submission of Matters to a Vote of Securities Holders
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On February 23, 2023, Limestone Bancorp, Inc. (the “Company”) held a special meeting of shareholders. Three proposals were on the agenda at the special meeting:
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Proposal to adopt and approve the Agreement and Plan of Merger dated October 24, 2022, by and between Peoples Bancorp Inc. and Limestone Bancorp, Inc. and the transactions
contemplated thereby, including the merger of Limestone Bancorp, Inc. into Peoples Bancorp Inc. This proposal was approved with votes cast as follows:
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For
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Against
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Abstain
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Broker non-votes
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Common Shares
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4,960,861
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5,985
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182
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1,671,605
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Non-voting Common Shares
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1,000,000
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-
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-
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Proposal to approve, in a non-binding advisory vote, the compensation payable to the Company’s named executive officers in connection with the merger as set forth in the joint
proxy statement of the Company and prospectus of Peoples Bancorp Inc. for the special meeting. This proposal was approved with votes cast as follows:
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For
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Against
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Abstain
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Broker non-votes
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4,748,547
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209,384
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9,097
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1,671,605
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Proposal to allow the adjournment of the special meeting of shareholders to another time or place, if necessary or appropriate, to permit, among other things, the solicitation
of additional proxies if there are insufficient votes at the time of the special meeting to approve and adopt the Agreement and Plan of Merger. This proposal was approved with votes cast as follows:
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For
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Against
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Abstain
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Broker non-votes
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4,911,593
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47,703
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7,732
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1,671,605
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Since sufficient votes were cast for the approval and adoption of the Agreement and Plan of Merger, the special meeting was not adjourned to another time
or place.
No other proposals were voted upon at the special meeting.
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Item 7.01
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Regulation FD Disclosure.
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A copy of the Company’s press release announcing the results of the voting on the proposals submitted to a vote of its shareholders at the special meeting of
shareholders of the Company held on February 23, 2023 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this item of the report and in Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission pursuant to Item 7.01 –
Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description of Exhibit
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 thereunto duly authorized.
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LIMESTONE BANCORP, INC.
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Date: February 23, 2023
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By
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/s/ Phillip W. Barnhouse
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Chief Financial Officer
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