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) February 18, 2021
PRIME MERIDIAN HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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Florida |
333-191801 |
27-2980805 |
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(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
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1471 Timberlane Road Tallahassee, FL |
32312 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (850) 907-2300
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 (see General Instruction A.2. below):
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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 1933 (§240.12b-2 of this chapter)
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.☐ |
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Securities Registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) | Name of exchange on which registered | ||
| None | N/A | N/A | ||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 18, 2021, the Board of Directors of Prime Meridian Holding Company (the “Company”) adopted an amendment to the Company’s Bylaws to change the permissible range of dates within which to set a shareholder record date. A copy of the amendment is included with this Form 8-K as Exhibit 3.4.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |
| 3.5 Third Amendment to Bylaws dated February 18, 2021. | ||
The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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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PRIME MERIDIAN HOLDING COMPANY |
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By: |
/s/ Clint F. Weber |
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Clint F. Weber |
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Chief Financial Officer and Executive Vice President |
Date: February 18, 2021
THIRD AMENDMENT TO THE BYLAWS OF
PRIME MERIDIAN HOLDING COMPANY
On February 18, 2021, the Board of Directors of Prime Meridian Holding Company (the “Corporation”) amended Article II, Section 9 of the Corporation’s Bylaws to read in its entirety as follows:
ARTICLE II
STOCKHOLDERS
Section 9 – RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 70 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply equally to any adjournment.
CERTIFICATION
This Third Amendment to the Bylaws has been adopted by the Board of Directors of Prime Meridian Holding Company on this 18th day of February, 2021, and shall be effective as of said date.
/s/ Sammie D. Dixon, Jr.
Sammie D. Dixon, Jr.
Vice Chairman, Chief Executive Officer, and President