UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: May 2, 2019
SMARTFINANCIAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Tennessee
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333-203449
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62-1173944
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5401 Kingston Pike, Suite 600
Knoxville, Tennessee
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37919
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(Address of Principal Executive Offices)
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(Zip Code)
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(865-453-2650)
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(Registrant’s telephone number, including area code
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company ☐
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $1.00 per share
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SMBK
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The Nasdaq Stock Market LLC
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This Current Report on Form 8-K/A (Amendment No. 1) (this “
Amendment
”) is being filed by
SmartFinancial, Inc.
(the “
Company
”) to amend the Current Report on Form 8-K filed by the Company on May 7, 2019 (the “
Original
Form 8-K
”). The Company is filing this Amendment solely for the purpose of disclosing the Company’s decision with respect to the frequency of future non-binding shareholder advisory votes on named executive officer compensation. This
Amendment does not amend, modify, or supplement the Original Form 8-K in any other respect.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(d)
As previously reported in the
Original Form 8-K, at the 2019 annual meeting of Company shareholders held on May 2, 2019 (the “
Annual Meeting
”), the
Company’s shareholders voted, on a non-binding, advisory basis, on the frequency with which Company shareholders should have future non-binding, advisory votes on the compensation of the Company’s named executive officers. A majority of the shares
voted on this proposal at the Annual Meeting voted in favor of shareholders having a non-binding, advisory vote on named executive officer compensation every three years, which was consistent with the recommendation of the Company’s board of
directors in the proxy statement for the Annual Meeting. In light of this shareholder vote and in accordance with its recommendation in the proxy statement for the Annual Meeting, the Company’s board of directors has determined that the Company
will hold a non-binding shareholder advisory vote on named executive officer compensation every three years until the next required vote on the frequency of future non-binding shareholder advisory votes on named executive officer compensation. The
Company is required to hold a non-binding, advisory vote on the frequency of future shareholder advisory votes on named executive officer compensation no less frequently than every six 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.
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SMARTFINANCIAL, INC.
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Date: May 29, 2019
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/s/ William Y. Carroll, Jr.
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William Y. Carroll, Jr.
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President and Chief Executive Officer
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