Merchants Bancorp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 15, 2025. Matters voted upon by holders of the Company’s common stock were:
| (1) | election of eleven (11) directors to the Company’s Board of Directors; |
| (2) | a non-binding, advisory vote on the compensation of the Company’s named executive officers; and |
| (3) | ratification of the appointment of Forvis Mazars, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. |
The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, for each matter are detailed below.
| 1. | Election of eleven (11) members to the Company’s Board of Directors to serve until the Company’s 2026 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death: |
| Director Nominee | For | Withheld | Broker Non-Votes | |||
| Michael F. Petrie | 39,962,813 | 456,688 | 2,027,574 | |||
| Randall D. Rogers | 38,945,511 | 1,473,990 | 2,027,574 | |||
| Tamika D. Catchings | 35,562,435 | 4,857,066 | 2,027,574 | |||
| Thomas W. Dinwiddie | 39,052,973 | 1,366,528 | 2,027,574 | |||
| Michael J. Dunlap | 39,942,127 | 477,374 | 2,027,574 | |||
| Scott A. Evans | 39,942,007 | 477,494 | 2,027,574 | |||
| Sue Anne Gilroy | 35,562,479 | 4,857,022 | 2,027,574 | |||
| Andrew A. Juster | 35,561,764 | 4,857,737 | 2,027,574 | |||
| Patrick D. O’Brien | 35,542,799 | 4,876,702 | 2,027,574 | |||
| Anne E. Sellers | 30,841,565 | 9,577,936 | 2,027,574 | |||
| Davie N. Shane | 35,563,045 | 4,856,456 | 2,027,574 |
| 2. | A non-binding, advisory vote on the compensation of the Company’s named executive officers. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 35,179,573 | 3,025,735 | 2,214,193 | 2,027,574 |
| 3. | Ratification of the appointment of Forvis Mazars, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 42,400,698 | 12,607 | 33,770 | 0 |
Item 8.01 Other Events.
On May 15, 2025, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:
| · | $0.10 per share on the Company’s outstanding shares of its common stock; |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock; |
| · | $20.625 per share (equivalent to $0.5156 per depositary share) on the Company’s outstanding shares of its 8.25% Series D preferred stock; and |
| · | $19.06 per share (equivalent to $0.4765 per depositary share) on the Company’s outstanding shares of its 7.625% Series E preferred stock. |
Each of the dividends are payable on July 1, 2025 to shareholders of record on June 13, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 | Press Release dated May 15, 2025 issued by Merchants Bancorp. | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. | |
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.
| MERCHANTS BANCORP | ||
| Date: May 15, 2025 | By: | /s/ Terry Oznick |
| Name: Terry Oznick | ||
| Title: General Counsel and Secretary | ||