false 0001168455 0001168455 2022-05-18 2022-05-18
 
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 18, 2022
 
Plumas Bancorp
(Exact name of registrant as specified in its charter)
 
         
California
  
000-49883
  
75-2987096
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
5525 Kietzke Lane, Suite 100, Reno, Nevada
  
89511
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code       (775) 786-0907
 
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:
 
☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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. ☐ 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class:
Trading Symbol
Name of Each Exchange on which Registered:
Common Stock, no par value
PLBC
The NASDAQ Stock Market LLC
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting of Shareholders of Plumas Bancorp held on May 18, 2022, the shareholders voted on (i) the election of ten directors for the next year; (ii) approval of the Company’s executive compensation on an advisory (non-binding) basis; (iii) the ratification of the appointment of Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2022, and (iv) approval of the Plumas Bancorp 2022 Equity Incentive Plan. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:
 
Proposal #1: Election of Directors
 
On the proposal to elect Directors of Plumas Bancorp, the Board of Director’s nominees were elected as Directors of Plumas Bancorp until the 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The voting results were as follows:
 
Nominee
Votes For
Nominee
Votes
Withheld or
Against
Nominee
Abstentions
Broker Non-
Votes
Michonne R. Ascuaga
3,135,241
15,543
n/a
1,382,234
Steven M. Coldani
3,129,966
20,818
n/a
1,382,234
Gerald W. Fletcher
2,950,144
200,640
n/a
1,382,234
Heidi S. Gansert
2,951,616
199,168
n/a
1,382,234
Richard F. Kenny
3,070,195
80,589
n/a
1,382,234
Robert J. McClintock
3,099,555
51,229
n/a
1,382,234
Julie A. Morehead
3,134,562
16,222
n/a
1,382,234
Terrance J. Reeson
3,076,112
74,672
n/a
1,382,234
Andrew J. Ryback
3,111,966
38,818
n/a
1,382,234
Daniel E. West
3,097,115
53,669
n/a
1,382,234
 
Proposal #2: Non-Binding Advisory Vote on Executive Compensation
 
On the proposal for the approval of the Company’s executive compensation on an advisory (non-binding) basis the voting results were as follows:
 
For
Against
Abstain
2,910,215
82,819
157,750
 
Proposal #3: Ratification of the Appointment of Independent Auditors
 
On the proposal for the ratification of the appointment of Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2022 the voting results were as follows:
 
For
Against
Abstain
4,510,932
11,726
10,360
 
Proposal #4: 2022 Equity Incentive Plan
 
On the proposal for the approval of the 2022 Equity Incentive Plan the voting results were as follows:
 
For
Against
Abstain
2,888,103
214,076
48,605
 
Item 9.01 Exhibits
 
Number
 
Description
 
104
Cover Page Interactive Data File
 
 
 
 
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.
 
Plumas Bancorp
(Registrant)
May 19, 2022 
By:
/s/  Richard L. Belstock
Name: Richard L. Belstock
Title: Chief Financial Officer