SB Financial Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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
Date of Report (Date of earliest event reported) April 17, 2025
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Item 5.07. Submission of Matters to a vote of Security Holders.
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of SB Financial Group, Inc. (“SB Financial”) was held on April 16, 2025, in Defiance, Ohio. At the close of business on the record date for the Annual Meeting (February 21, 2025), a total of 6,534,918 SB Financial common shares were outstanding and entitled to vote. A total of 4,843,547, or 74.11% of the outstanding common shares outstanding and entitled to vote, were represented in person or by proxy at the Annual Meeting. Provided below are the final voting results for the Annual Meeting.
Proposal No. 1:
The following directors were elected at the Annual Meeting for three-year terms expiring in 2028:
| Number of Votes | ||||||||||||
| For | Withheld | Broker Non-Votes | ||||||||||
| Richard L. Hardgrove | 3,085,577 | 702,952 | 1,055,018 | |||||||||
| Mark A. Klein | 3,612,921 | 175,608 | 1,055,018 | |||||||||
| William G. Martin | 3,173,000 | 615,529 | 1,055,018 | |||||||||
Proposal No. 2:
Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 2, to ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of SB Financial Group for the fiscal year ending December 31, 2025:
Number of Votes
| For | Against | Broker Non-Votes | Abstain | |||
| 4,771,066 | 47,431 | N/A | 25,050 |
Proposal No. 3:
Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 3, to consider and vote upon a non-binding advisory resolution to approve the compensation of SB Financial’s named executive officers:
Number of Votes
| For | Against | Broker Non-Votes | Abstain | |||
| 3,475,505 | 157,198 | 1,055,018 | 155,826 |
Proposal No. 4:
Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 4, to vote upon the frequency of future advisory votes on compensation of our named executive officers.
Number of Votes
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 3,410,278 | 9,198 | 209,929 | 159,124 |
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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 hereunto duly authorized.
| SB FINANCIAL GROUP, INC. | ||
| Dated: April 17, 2025 | By: | /s/ Anthony V. Cosentino |
| Anthony V. Cosentino Chief Financial Officer | ||
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