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)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
(318 ) 561-4000
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:
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. 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Red River Bancshares, Inc. (the “Company”) was held on May 1, 2025. At the Annual Meeting, shareholders were asked to vote on (1) the election of ten directors; (2) an advisory vote on the compensation of the Company’s named executive officers; (3) an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers; and (4) ratification of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. As of the close of business on February 28, 2025, the record date for the Annual Meeting, the Company had 6,777,657 shares of common stock outstanding and entitled to vote. Of that number, 5,197,241 shares were represented in person or by proxy at the Annual Meeting.
(b) The final results of the voting at the Annual Meeting are described below.
The shareholders of the Company elected the individuals listed below to serve as directors of the Company until the Company’s 2026 annual meeting of shareholders by the votes set forth in the table below:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| M. Scott Ashbrook | 4,022,333 | 3,332 | 1,171,576 | ||||||||
| Michael J. Brown, CFA | 4,025,564 | 101 | 1,171,576 | ||||||||
| R. Blake Chatelain | 4,022,333 | 3,332 | 1,171,576 | ||||||||
| Kirk D. Cooper | 4,009,546 | 16,119 | 1,171,576 | ||||||||
| Michael D. Crowell | 3,995,540 | 30,125 | 1,171,576 | ||||||||
| Anna Brasher Moreau, DDS, MS | 3,997,711 | 27,954 | 1,171,576 | ||||||||
| Willie P. Obey | 3,989,358 | 36,307 | 1,171,576 | ||||||||
| Teddy R. Price | 3,824,766 | 200,899 | 1,171,576 | ||||||||
| Don L. Thompson | 3,989,365 | 36,300 | 1,171,576 | ||||||||
| H. Lindsey Torbett | 3,953,669 | 71,996 | 1,171,576 | ||||||||
The shareholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers by the votes set forth in the table below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 3,794,412 | 59,118 | 172,135 | 1,171,576 | ||||||||
The shareholders of the Company approved, on an advisory basis, that advisory votes on compensation paid to the Company’s named executive officers be held every two years, by the votes set forth in the table below:
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 1,345,695 | 2,390,764 | 275,715 | 13,491 | 1,171,576 | ||||||||||
The shareholders of the Company ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the votes set forth in the table below:
| Votes For | Votes Against | Abstentions | ||||||
| 5,167,184 | 29,939 | 118 | ||||||
(d) Consistent with the shareholders’ advisory vote on Proposal 3, the Board has determined the Company will hold advisory votes on the compensation of the Company’s named executive officers every two years.
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 hereunto duly authorized.
Dated: May 2, 2025
| RED RIVER BANCSHARES, INC. | ||||||||
| By: | /s/ Julia E. Callis | |||||||
| Julia E. Callis | ||||||||
| Senior Vice President, General Counsel, and Corporate Secretary | ||||||||