West Bancorporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WTBA
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): April 25, 2024
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Registrant's telephone number, including area code: 515- 222-2300
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to West Bancorporation, Inc. 2021 Equity Incentive Plan
At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of West Bancorporation, Inc. (the “Company”) held on April 25, 2024, the Company’s stockholders approved an amendment to the West Bancorporation, Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”) to increase the number of available shares that may be issued under the 2021 Equity Plan by 550,000 shares (the “Amendment”). The Amendment was adopted by the Company’s Board on February 21, 2024, subject to approval of the Company’s stockholders, to continue to promote the growth, profitability, and long-term financial success of the Company, to provide a means to incentivize officers, other employees and non-employee directors to achieve long-term corporate objectives, to attract, retain, and reward such individuals who can and do contribute to such success, to further align the interests of such individuals with those of the Company’s stockholders, and to provide such individuals with an opportunity to acquire shares of the Company’s common stock. The 2021 Equity Plan, as amended, will continue to be administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.
The 2021 Equity Plan, as amended, incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility to appropriately address the requirements and limitations of applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the original purposes of the 2021 Equity Plan and stockholder interests.
Subject to permitted adjustments for certain corporate transactions, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2021 Equity Plan, as amended, is 1,175,000 shares of the Company’s common stock.
The foregoing description of the 2021 Equity Plan is qualified in its entirety by the text of the 2021 Equity Plan, which is filed as Exhibit 10.1 hereto, and the text of the Amendment, which is filed as Exhibit 10.2 hereto, each of which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on April 25, 2024. The record date for determination of shareholders entitled to vote at the Annual Meeting was February 16, 2024. There were 16,725,094 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 13,842,736 shares, or approximately 82.8 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The following proposals were voted on at the Annual Meeting:
Proposal 1 - Election of Directors
Twelve directors were elected to serve for a one year term or until their successors are elected and qualified. The voting results to elect each director were as follows:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Patrick J. Donovan | 10,438,338 | 135,555 | 3,268,843 | ||||||||||||||
| Lisa J. Elming | 10,527,958 | 45,935 | 3,268,843 | ||||||||||||||
| Steven K. Gaer | 10,106,721 | 467,172 | 3,268,843 | ||||||||||||||
| Douglas R. Gulling | 10,427,399 | 146,494 | 3,268,843 | ||||||||||||||
| Sean P. McMurray | 10,121,796 | 452,097 | 3,268,843 | ||||||||||||||
| George D. Milligan | 9,953,279 | 620,614 | 3,268,843 | ||||||||||||||
| David D. Nelson | 10,435,018 | 138,875 | 3,268,843 | ||||||||||||||
| James W. Noyce | 9,971,804 | 602,089 | 3,268,843 | ||||||||||||||
| Rosemary Parson | 10,536,972 | 36,921 | 3,268,843 | ||||||||||||||
| Steven T. Schuler | 10,420,560 | 153,333 | 3,268,843 | ||||||||||||||
| Therese M. Vaughan | 10,347,605 | 226,288 | 3,268,843 | ||||||||||||||
| Philip Jason Worth | 10,434,117 | 139,776 | 3,268,843 | ||||||||||||||
Proposal 2 - Approval, on a nonbinding basis, of the 2023 executive compensation disclosed in the Company's definitive proxy statement, which was filed with the Securities and Exchange Commission on March 5, 2024.
The voting results to approve the above proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Approval of 2023 executive compensation | 10,004,713 | 394,531 | 174,649 | 3,268,843 | |||||||||||||||||||
Proposal 3 - Approval, on a nonbinding basis, the frequency (every one, two or three years) of the nonbinding vote to approve the compensation of the named executive officers.
The voting results for the frequency of the vote on NEO compensation were as follows:
| Every One Year | Every Two Years | Every Three Years | Abstain | ||||||||||||||||||||
| Frequency Vote | 9,680,301 | 66,537 | 632,449 | 194,606 | |||||||||||||||||||
Proposal 4 - Approval of the amendment to West Bancorporation, Inc. 2021 Equity Incentive Plan.
The voting results to approve the above proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Approval of Amendment of the 2021 Equity Incentive Plan | 10,001,085 | 503,502 | 69,306 | 3,268,843 | |||||||||||||||||||
Proposal 5 - Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.
The voting results to ratify the above proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Ratification of RSM US LLP | 13,763,145 | 66,039 | 13,552 | — | |||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | West Bancorporation, Inc. 2021 Equity Incentive Plan (filed as Appendix A to West Bancorporation, Inc.’s Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on March 1, 2021, and incorporated herein by reference) | |||||||
| 10.2 | First Amendment of the West Bancorporation, Inc. 2021 Equity Incentive Plan (filed as Appendix A to West Bancorporation, Inc.’s Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on March 5, 2024, and incorporated herein by reference) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| West Bancorporation, Inc. | ||||||||
| April 26, 2024 | By: | /s/ Jane M. Funk | ||||||
| Name: Jane M. Funk | ||||||||
| Title: Executive Vice President, Treasurer and Chief Financial Officer | ||||||||