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 21, 2017
EAGLE BANCORP MONTANA, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware |
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1-34682 |
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27-1449820 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1400 Prospect Avenue Helena, Montana |
59601 | |||
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(406) 442-3080
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 |
Item 5 .0 7 . Submission of Matters to a Vote of Security Holders .
At the 2017 Annual Meeting of Shareholders of Eagle Bancorp Montana, Inc. held on April 20, 2017, four proposals were submitted to the shareholders. Of 3,811,387 shares outstanding and entitled to vote at our Annual Meeting, 2,841,364 were present in person or by proxy. The proposals are described in detail in the Company’s Proxy Statement. The following is a summary of the voting results for each matter presented to the shareholders.
Proposal 1
Election of three directors to serve for three year terms each to serve until the 2020 annual meeting of shareholders: Larry A. Dreyer, Lynn E. Dickey, and Tanya Chemodurow. Each nominee for director was elected by a vote of the shareholders as follows:
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Votes For |
Votes Withheld |
Broker Non-vote |
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Larry A. Dreyer |
1,071,141 | 334,893 | 1,435,330 | |||||||||
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Lynn E. Dickey |
1,330,593 | 75,441 | 1,435,330 | |||||||||
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Tanya Chemodurow |
1,342,030 | 64,004 | 1,435,330 | |||||||||
Proposal 2
Amendment No. 2 to the 2011 Stock Incentive Plan for Directors, Officers, and Employees (see Exhibit 10.1). The proposal was approved by a vote of shareholders as follows:
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Votes For |
Votes Against |
Abstentions | |||||||||
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Approval of Amendment No. 2 to the 2011 Stock Incentive Plan for Directors, Officers, And Employees |
1,265,539 | 89,017 | 51,478 | |||||||||
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| Broker Non-vote | ||||||||||||
| 1,435,330 | ||||||||||||
Proposal 3
Ratification of the appointment of Davis Kinard & Co. P.C. as independent registered public accounting firm for fiscal year 2017. The proposal was approved by a vote of shareholders as follows:
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Votes For |
Votes Against |
Abstentions | ||||||||||
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Ratification of Davis Kinard & Co., P.C. as independent registered public accountants |
2,822,507 | 10,897 | 7,960 | |||||||||
Proposal 4
The advisory vote on named executive officer compensation, as disclosed in our proxy statement, was approved by the following vote:
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Votes For |
Votes Against |
Abstentions |
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Advisory vote on named executive officer compensation as disclosed in the proxy statement |
1,272,296 | 92,954 | 40,784 | |||||||||
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Broker Non-vote |
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| 1,435,330 | ||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed as part of this Form 8-K:
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Exhibit No. |
Description |
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10.1 |
Amendment No. 2 to the 2011 Stock Incentive Plan for Directors, Officers and Employees |
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.
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Eagle Bancorp Montana, Inc |
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Date: April 21, 2017 |
By: |
/s/ Laura F. Clark |
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Laura F. Clark |
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Senior Vice President & CFO |
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Exhibit 10.1
AMENDMENT NO. 2 TO THE
2011 STOCK INCENTIVE PLAN FOR DIRECTORS,
OFFICERS AND EMPLOYEES
As adopted by the Board of Directors on
December 22 , 201 6
This amendment shall be effective upon the approval of the Board of Directors and Shareholders of Eagle Bancorp, Montana, Inc.
The Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees, as amended, is amended as follows:
Section 4, Stock Subject to the Plan, is amended to read as follows:
4. Stock Subject to the Plan. Subject to Section 8, the maximum aggregate number of shares of Restricted Stock which may be issued under the Plan is 218,571. The maximum aggregate number of shares of Stock which may be issued pursuant to or subject to Options granted under the Plan is 246,427. The shares of Stock subject to the Plan may be authorized but unissued shares or reacquired shares, bought on the open market or otherwise. If any Option expires, terminates, or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited by the Participant, the shares of Stock to which the Award relates which are not acquired by the Optionee or which are forfeited by the Participant shall again be available for Awards to be granted under the plan. In addition, exercise or settlement of any Option shall not count against the foregoing limitations except to Participant because such shares are withheld for the payment of taxes or the Award is exercised through a reduction of shares subject to the Award through the “net exercise” feature described herein, the number of shares that are no delivered to the Participant will remain available for issuance under the Plan. If the Exercise Price of any Award is satisfied by tendering shares of Stock held by the Participant, then the number of shares so tendered will be available for issuance under the Plan.