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 25, 2017 (April 19, 2017)

 

SB FINANCIAL GROUP, INC

 

(Exact name of registrant as specified in its charter)

 

Ohio   0-13507   34-1395608
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

  

401 Clinton Street, Defiance, OH   43512
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (419) 783-8950

 

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 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)

 

  o Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

 

  o Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-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. Results of Operations and Financial Condition.

 

The 2017 Annual Meeting of Shareholders (the “Annual Meeting”) of SB Financial Group, Inc. (“SB Financial”) was held on April 19, 2017, in Defiance, Ohio. At the close of business on the record date for the Annual Meeting (February 23, 2017), a total of 4,907,337 SB Financial common shares were outstanding and entitled to vote. A total of 3,056,937, or 62.29% of the outstanding common shares outstanding and entitled to vote, were represented in person or by proxy at the Annual Meeting. Provided below are the final voting results for the Annual Meeting.

 

Proposal No. 1:

 

The following directors were elected at the Annual Meeting for three-year terms expiring in 2020:

 

   Number of Votes 
   For   Withheld   Broker
Non-Votes
 
Robert A. Fawcett   1,382,789    377,494    1,296,654 
Gaylyn J. Finn   1,415,389    344,894    1,296,654 
Rita A. Kissner   1,396,402    363,881    1,296,654 

 

Proposal No. 2:

 

Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 2, to ratify the appointment of BKD, LLP as the independent registered public accounting firm of SB Financial Group for the fiscal year ending December 31, 2017:

 

Number of Votes 
For   Against   Broker Non-Votes   Abstain 
 3,028,698    21,676    1,296,654    6,563 

 

Proposal No. 3:

 

Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 3, to consider and vote upon a proposal to approve the 2017 SB Financial Group Stock Incentive Plan:

 

Number of Votes
For   Against   Broker Non-Votes   Abstain 
 1,394,148    331,889    1,296,654    34,246 

 

Proposal No. 4:

 

Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 4, to consider and vote upon a non-binding advisory resolution to approve the compensation of SB Financial’s named executive officers:

 

Number of Votes 
For   Against   Broker Non-Votes   Abstain 
 1,638,987    77,869    1,296,654    43,427 

 

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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.

 

  SB FINANCIAL GROUP, INC.
     
Dated: April 25, 2017 By: /s/ Anthony V. Cosentino
    Anthony V. Cosentino
    Chief Financial Officer

 

 

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