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 17, 2017 (April 11, 2017)
WILSON BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Tennessee | 000-20402 | 62-1497076 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation) | File Number) | Identification No.) | ||
623 West Main Street | ||||
Lebanon, Tennessee | 37087 | |||
(Address of principal executive offices) | (Zip Code) | |||
(615) 444-2265 | ||||
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 (§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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 11, 2017, Wilson Bank Holding Company (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Shareholders Meeting”) for which the Company’s Board of Directors solicited proxies, at 7:00 p.m. (CDT) at the Company’s main office, 623 West Main Street, Lebanon, Tennessee 37087. At the Shareholders Meeting, the shareholders voted on the proposals as described in detail in the Company’s definitive proxy statement for the Shareholders Meeting which was filed with the Securities and Exchange Commission on March 10, 2017 (the “Proxy Statement”). The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:
(1) The election of three (3) Class I directors named in the Proxy Statement to serve as members of the Company’s Board of Directors for a term of three (3) years until the Annual Meeting of Shareholders in 2020 and the election of one (1) Class III director, named in the Proxy Statement, to serve as a member of the Company’s Board of Directors for a term of two (2) years until the Annual Meeting of Shareholders in 2019. Each such director was elected by the following tabulation:
For | Withhold Authority | Broker Non-Votes | ||||
Class I Directors | ||||||
J. Randall Clemons | 5,822,317 | 4,243 | 0 | |||
William P. Jordan | 5,803,294 | 23,266 | 0 | |||
James Anthony Patton | 5,822,317 | 4,243 | 0 | |||
Class II Director | ||||||
Robert H. Goodall, Jr. | 5,803,294 | 23,266 | 0 | |||
In addition to the foregoing, the remaining directors not up for re-election at the Shareholders Meeting continue to serve on the Company’s Board of Directors.
(2) The ratification of the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved by the following tabulation:
For | Against | Abstain | Broker Non-Votes | |||
5,794,540 | 11,294 | 20,726 | 0 | |||
(3) The non-binding, advisory vote on the Company’s executive compensation programs and practices, which were described in more detail in the Proxy Statement, was approved by the following tabulation:
For | Against | Abstain | Broker Non-Votes | |||
5,561,688 | 164,301 | 100,571 | 0 | |||
(4) The non-binding, advisory vote on the frequency with which the Company should hold future non-binding, advisory votes on the Company’s executive compensation programs and practices received the following votes:
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
1,909,622 | 493,091 | 3,413,315 | 10,532 | 0 | ||||
The Company will file an amendment to this Current Report on Form 8-K to report the Company’s decision regarding the frequency of future non-binding, advisory votes on the Company’s executive compensation programs and practices.
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.
WILSON BANK HOLDING COMPANY
By: /s/ J. Randall Clemons
J. Randall Clemons
President and Chief Executive Officer
Date: April 17, 2017