Live Oak Bancshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 21, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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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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Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Live Oak Bancshares, Inc. (the “Company”) was held on May 21, 2024. On March 22, 2024, the record date for the Annual Meeting, 44,936,357 shares of the Company’s voting common stock were issued and outstanding, of which 41,727,609 were present for purposes of establishing a quorum.
(b) Shareholders voted on the following matters at the Annual Meeting:
(1) Shareholders elected Tonya W. Bradford, William H. Cameron, Diane B. Glossman, Glen F. Hoffsis, David G. Lucht, James S. Mahan III, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;
(2) Shareholders approved an amendment of the Company’s Second Amended and Restated 2014 Employee Stock Purchase Plan to increase the number of shares of voting common stock issuable under such plan;
(3) Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;
(4) Shareholders ratified FORVIS, LLP as the Company’s independent auditor for 2024.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.
| Item | For | Against | Withheld/Abstain | Broker Non-Votes | ||||||||||
| Election of Directors | ||||||||||||||
| Tonya W. Bradford | 25,952,422 | __ | 7,412,467 | 8,362,720 | ||||||||||
| William H. Cameron | 25,816,788 | __ | 7,548,101 | 8,362,720 | ||||||||||
| Diane B. Glossman | 24,874,929 | __ | 8,489,960 | 8,362,720 | ||||||||||
| Glen F. Hoffsis | 30,601,992 | __ | 2,762,897 | 8,362,720 | ||||||||||
| David G. Lucht | 31,965,013 | __ | 1,399,876 | 8,362,720 | ||||||||||
| James S. Mahan III | 32,794,421 | __ | 570,468 | 8,362,720 | ||||||||||
| Miltom E. Petty | 26,823,544 | __ | 6,541,345 | 8,362,720 | ||||||||||
| Neil L. Underwood | 33,027,004 | __ | 337,885 | 8,362,720 | ||||||||||
| Yousef A. Valine | 27,659,730 | __ | 5,705,159 | 8,362,720 | ||||||||||
| William L. Williams III | 32,988,141 | __ | 376,748 | 8,362,720 | ||||||||||
| Amendment of the Company’s 2014 Amended and Restated Employee Stock Purchase Plan | 33,200,363 | 150,770 | 13,756 | 8,362,720 | ||||||||||
| Advisory proposal to approve compensation paid to the Company’s named executive officers | 25,458,768 | 7,841,289 | 64,832 | 8,362,720 | ||||||||||
| Ratification of the Selection of FORVIS, LLP as Independent Auditor of the Company for 2024 | 41,520,336 | 75,455 | 131,818 | 8,362,720 | ||||||||||
(c) Not applicable.
(d) Not applicable.
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 thereunto duly authorized.
| LIVE OAK BANCSHARES, INC. | ||||||||
| Date: May 23, 2024 | By: | /s/ Gregory W. Seward | ||||||
| Gregory W. Seward General Counsel | ||||||||