false
0001478454
0001478454
2022-04-21
2022-04-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2022
Eagle Bancorp Montana, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-34682
(Commission
File Number)
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27-1449820
(IRS Employer
Identification No.)
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1400 Prospect Ave.
Helena, MT 59601
(Address of principal executive offices)(Zip Code)
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Registrant’s telephone number, including area code: (406) 442-3080
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Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Common Stock, par value $0.01 per share
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Trading Symbol(s)
EBMT
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Name of each exchange on which registered
Nasdaq Global Market
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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).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 21, 2022, the shareholders of Eagle Bancorp Montana, Inc. (the “Company”) approved an amendment to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers, and Employees (the “Plan”) at the Company’s annual meeting of shareholders. The Company’s shareholders approved the amendment to the Plan in accordance with the voting results set forth below under Item 5.07. The amendment to the Plan was previously adopted by the Company’s Board of Directors on February 24, 2022, subject to shareholder approval.
The amendment to the Plan increases the number of shares of restricted stock for issuance under the Plan from 293,571 to 393,571 shares. The material terms of the Plan were described in the Company’s definitive Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 9, 2022, under the caption “Proposal 4 – Approval of Amendment No. 4 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers, and Employees.”
The above description of the amendment to the Plan does not purport to be complete, and is qualified in its entirety by the full text of Amendment No. 4 to the Plan, set forth in Exhibit 10.1, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2022 Annual Meeting of Shareholders of Eagle Bancorp Montana, Inc. held on April 21, 2022, four proposals were submitted to the shareholders. Of 6,694,811 shares outstanding and entitled to vote at our Annual Meeting, 5,159,048 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 five directors, one to serve for a two-year term until the 2024 Annual Meeting: Laura F. Clark; and four to serve for three-year terms each until the 2025 Annual Meeting: Benjamin G. Ruddy, Maureen J. Rude, Rick F. Hays and Peter J. Johnson. Each nominee for director was elected by a vote of the shareholders as follows:
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Votes For |
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Votes Withheld |
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Broker Non-vote |
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| Laura F. Clark |
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4,106,358 |
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194,672 |
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858,018 |
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| Benjamin G. Ruddy |
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3,892,967 |
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408,063 |
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858,018 |
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| Maureen J. Rude |
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4,033,692 |
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267,338 |
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858,018 |
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| Rick F. Hays |
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3,631,044 |
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669,986 |
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858,018 |
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| Peter J. Johnson |
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4,034,637 |
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266,393 |
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858,018 |
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Proposal 2
Ratification of the appointment of Moss Adams LLP as independent registered public accounting firm for fiscal year 2022. The proposal was approved by a vote of shareholders as follows:
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Votes For |
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Votes Against |
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Abstentions |
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| Ratification of Moss Adams LLP as independent registered public accountants |
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4,995,489 |
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10,806 |
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152,753 |
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Proposal 3
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 |
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Votes Against |
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Abstentions |
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Broker Non-vote |
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| Advisory vote on named executive officer compensation as disclosed in the Proxy Statement |
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3,731,989 |
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304,267 |
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264,774 |
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858,018 |
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Proposal 4
Amendment No. 4 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 |
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Votes Against |
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Abstentions |
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Broker Non-vote |
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| Amendment No. 4 to the 2011 Stock Incentive Plan for Directors, Officers and Employees |
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3,974,323 |
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267,305 |
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59,402 |
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858,018 |
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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.
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Description
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10.1
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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EAGLE BANCORP MONTANA, INC.
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Date: April 27, 2022
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By:
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/s/ Miranda J. Spaulding
Miranda J. Spaulding
Senior Vice President & CFO
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Exhibit 10.1
AMENDMENT NO. 4 TO THE
2011 STOCK INCENTIVE PLAN FOR DIRECTORS,
OFFICERS AND EMPLOYEES
This amendment shall be effective upon the approval of both 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:
1. The first two sentences of Section 4, Stock Subject to the Plan, are 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 on or after the Extended Effective Date is 393,571. The maximum aggregate number of shares of Stock which may be issued pursuant to or subject to Options granted under the Plan (either Incentive or Nonstatutory Options) on or after the Extended Effective Date is 246,427.
Approved by the Board of Directors on February 24, 2022
Approved by the Shareholders on April 21, 2022