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 24, 2021
American River Bankshares
(Exact Name of Registrant as Specified in Charter)
| California | 0-31525 | 68-0352144 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670 |
| (Address of Principal Executive Offices) (Zip Code) |
(916) 851-0123
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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, no par value | AMRB | Nasdaq Global Select Market |
|
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:
|
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.
At the Annual Meeting of Shareholders held on May 20, 2021, three proposals were submitted to a vote of shareholders through the solicitation of proxies. The voting results are attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
Registrant issued a press release May 24, 2021 announcing the results of the 2021 American River Bankshares Annual Meeting of Shareholders. The foregoing description is qualified by reference to the press release attached here to as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1
Voting results for the 2021 Annual Meeting of Shareholders
99.2
Press Release dated May 24, 2021
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.
| American River Bankshares | ||
| Date: May 24, 2021 | By: | /s/ Mitchell A. Derenzo |
| Mitchell A. Derenzo | ||
| Chief Financial Officer (Principal Accounting and Financial Officer) | ||
EXHIBIT INDEX
| Exhibit No. | Description | Page | ||||
| 99.1 | Voting results for the 2021 Annual Meeting of Shareholders | 4 | ||||
| 99.2 | Press Release dated May 24, 2021 | 5 |
EXHIBIT 99.1
2021 Annual Meeting of Shareholders Voting Results
At the Annual Meeting of Shareholders of American River Bankshares held on May 20, 2021, the proposals listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on Form DEF 14A on April 9, 2021. The number of shares represented in person or by proxy at the Annual Meeting was 5,083,407 or 85.3% of the outstanding voting shares of the Company, which constituted a quorum. Each of the proposals was approved by the shareholders pursuant to the voting results set forth below.
Proposal No. 1 — Election of Directors.
The following individuals were elected as directors to serve until the 2022 Annual Meeting of Shareholders or until their successors are elected and qualified. The voting results for Proposal No. 1 were as follows:
| Nominee | For | Withheld | Broker Non-votes | |
| Nicolas C. Anderson | 4,464,511 | 37,053 | 581,843 | |
| Kimberly A. Box | 4,482,964 | 18,600 | 581,843 | |
| Charles D. Fite | 4,429,732 | 71,832 | 581,843 | |
| Jeffery Owensby | 4,434,078 | 67,486 | 581,843 | |
| Julie A. Raney | 4,452,854 | 48,710 | 581,843 | |
| William A. Robotham | 4,450,546 | 51,018 | 581,843 | |
| David E. Ritchie, Jr. | 4,472,262 | 29,332 | 581,843 | |
| Philip A. Wright | 4,461,589 | 39,975 | 581,843 |
Proposal No. 2 — To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
The voting results for Proposal No. 2 were as follows:
| For | Against | Abstain |
| 5,067,557 | 2,790 | 13,060 |
Proposal No. 3 — Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation
Management previously recommended and shareholders approved the named executive officer compensation. The voting results for Proposal No. 3 were as follows:
| For | Against | Abstain | Broker Non-votes |
| 3,971,121 | 69,085 | 461,358 | 581,843 |
EXHIBIT 99.2
American River Bankshares Announces its 2021 Annual Meeting Results
SACRAMENTO, Calif., May 24, 2021 (GLOBE NEWSWIRE) -- The Board of Directors of American River Bankshares (NASDAQ – GS: AMRB), announced the election of all nine Director nominees at its Annual Meeting held Thursday, May 20, 2021 in Rancho Cordova, California.
Shareholders elected Nicolas C. Anderson, Kimberly A. Box, Charles D. Fite, Jeffery Owensby, Julie A. Raney, William A. Robotham, David E. Ritchie, Jr., and Philip A. Wright, as Directors, each of whose current term expired at the 2021 Annual Meeting and their new term will expire in 2022.
The shareholders also approved the advisory vote concerning named executive officer compensation and the frequency of future votes for executive officer compensation. In addition, the selection of Crowe LLP as independent registered public accountants for American River Bankshares was ratified by a majority of votes cast.
In his annual address to shareholders, David E. Ritchie, Jr., President and CEO of American River Bankshares, reviewed the Company’s performance in 2020 and answered questions. “American River Bank had a successful year in 2020 despite the many challenges we experienced related to COVID-19,” said Ritchie. “We kept our team members safe and healthy, met the needs of our clients, and delivered for our shareholders.”
To view the American River Bankshares 2021 Annual Report and Proxy Statement, visit www.envisionreports.com/AMRB.
About American River Bankshares
American River Bankshares [NASDAQ-GS: AMRB] is the parent company of American River Bank, a regional bank serving Northern California since 1983. We provide financial expertise and exceptional service to complement a full suite of banking products and services to meet the needs of the communities we serve. For more information, call (800) 544-0545 or visit our website at AmericanRiverBank.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.
Investor Contact:
Mitchell A. Derenzo
Executive Vice President & Chief Financial Officer
American River Bankshares
916-231-6723
Media Contact:
Jennifer Held
Vice President, Marketing Director
American River Bankshares
916-231-6717