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 12, 2020

 

UWHARRIE CAPITAL CORP

(Exact name of Registrant as Specified in Its Charter)

 

 

North Carolina

000-22062

56-1814206

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

132 North First Street

Albemarle, North Carolina

 

28001

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 704-983-6181

N/A

(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 Instructions A.2. below):

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 (§ 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. 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

 

 

 

 

 

 

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 12, 2020, Uwharrie Capital Corp (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were four proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the Board of Directors’ nominees were approved and elected to serve on the Registrant’s Board of Directors. The other proposals were also approved by the shareholders entitled to vote at the Annual Meeting. The proposals below are described in greater detail in the Registrant’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 7, 2020.

 

The voting results were as follows:

 

Proposal 1: Proposal to elect seven members of the Board of Directors, for the terms of office indicated or until their respective successors are duly elected and qualified.

 

Directors Elected

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

Three-Year Terms

 

 

 

 

 

 

Merlin Amirtharaj

 

3,260,155

 

32,978

 

1,124,963

Joe S. Brooks

 

3,287,457

 

5,676

 

1,124,963

W. Chester Lowder

 

3,270,926

 

22,207

 

1,124,963

Wesley A. Morgan

 

3,250,789

 

42,344

 

1,124,963

Frank A. Rankin, III

 

3,276,193

 

16,940

 

1,124,963

Randy T. Russell

 

3,269,009

 

24,124

 

1,124,963

Matthew A. Shaver, MD

 

3,268,760

 

24,373

 

1,124,963

 

 

 

 

 

 

 

 

Proposal 2: Proposal to ratify a non-binding shareholder resolution regarding executive compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

3,113,927

 

129,160

 

50,046

 

1,124,963

 

 

 

 

 

 

 

 

Proposal 3: Proposal to ratify a non-binding shareholder resolution regarding the frequency of future advisory votes on executive compensation.

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

 

 

 

 

 

 

555,065

 

129,779

 

2,545,938

 

62,351

 

 

 

 

 

 

 

 

Proposal 4: Proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2020.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

4,382,352

 

16,234

 

19,510

 

--

 

 

 

 

 

 

 

 


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 thereunto duly authorized.

 

 

 

Uwharrie Capital Corp

 

 

 

 

Date: May 15, 2020

 

By:

/s/ R. David Beaver, III

 

 

 

R. David Beaver, III

 

 

 

Principal Financial Officer