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 16, 2019

 

 

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

 

 

Indiana

 

001-38258

 

20-5747400

 

 

 

 

 

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

11555 North Meridian Street, Suite 400

Carmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, without par value
Series A Preferred Stock, without par value

MBIN MBINP

NASDAQ
NASDAQ

 

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                         x

 

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.         o

 

 

Item 5 .07 Submission of Matters to a Vote of Security Holders.

 

Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 16, 2019. Matters voted upon were: (1) election of nine (9) directors to the Company’s Board of Directors and (2) ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below.

 

1.               Election of nine (9) members to the Company’s Board of Directors to serve until the Company’s 2020 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

 

25,131,737

 

126,820

 

2,795,485

Randall D. Rogers

 

25,132,064

 

126,493

 

2,795,485

Michael J. Dunlap

 

25,068,163

 

191,010

 

2,795,485

Scott A. Evans

 

25,067,400

 

190,394

 

2,795,485

Sue Anne Gilroy

 

22,632,184

 

2,626,373

 

2,795,485

Andrew A. Juster

 

25,222,023

 

36,534

 

2,795,485

Patrick D. O’Brien

 

22,629,994

 

2,628,563

 

2,795,485

Anne E. Sellers

 

22,632,184

 

2,626,373

 

2,795,485

Davie N. Shane

 

22,569,201

 

2,689,356

 

2,795,485

 

2.               Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

28,045,802

 

6,039

 

2,201

 

0

 

Item 8.01 Other Events.

 

On May 16, 2019, the Company issued a press release announcing that the Company’s Board of Directors declared quarterly cash dividends of $0.07 per share on the Company’s outstanding shares of common stock and $0.4375 per share on the Company’s 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) . The dividends for each of the common stock and Series A Preferred Stock are payable July 1, 2019 to shareholders of record on June 15, 2019. The press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release dated May 16, 2019 issued by Merchants Bancorp

 

 

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 16, 2019

By:

/s/ John F. Macke

 

 

Name: John F. Macke

 

 

Title: Chief Financial Officer

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

PRESS RELEASE

 

 

Merchants Bancorp Declares Quarterly Common and Preferred Dividends

For Release May 16, 2019

 

 

 

CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that the Board of Directors declared a quarterly cash dividend for the second quarter of 2019 of $0.07 per share on the Company’s outstanding shares of common stock.

 

 

The Board of Directors also declared a quarterly cash dividend for the second quarter of 2019 of $0.4375 per share on the Company’s outstanding shares of 7% Series A preferred stock.

 

 

All dividends are payable July 1, 2019, to shareholders of record on June 15, 2019.

 

 

ABOUT MERCHANTS BANCORP

Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business with a focus on Federal Housing Administration (“FHA”) multi-family housing and healthcare facility financing and servicing, mortgage warehouse financing, retail and correspondent residential mortgage banking, agricultural lending and traditional community banking.  Merchants Bancorp, with $4.0 billion in assets and $3.1 billion in deposits as of March 31, 2019, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Farmers-Merchants Bank of Illinois, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.

 

 

 

Media Contact: Rebecca Marsh

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@merchantsbankofindiana.com

 

 

Investor Contact: Tami Durle

Merchants Bancorp

Phone: (317) 324-4556

Email: tdurle@merchantsbankofindiana.com