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) June 17, 2020
PREMIER FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-20908
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Kentucky
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61-1206757
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(State or other jurisdiction of incorporation organization)
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(I.R.S. Employer Identification No.)
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2883 Fifth Avenue
Huntington, West Virginia
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25702
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number (304) 525-1600
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Not Applicable
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Former name or former address, if changes since last report)
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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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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PFBI
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The Nasdaq Stock Market LLC
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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 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
PREMIER FINANCIAL BANCORP, INC,
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 17, 2020, Premier Financial Bancorp, Inc. (“Premier”) held its annual meeting of shareholders. The results of voting on the
resolutions set forth in the annual meeting proxy statement follow:
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(a)
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Annual meeting of the shareholders was held June 17, 2020.
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(b)
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All director nominees were elected.
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(c)
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Certain matters voted upon at the meeting and the votes cast with respect to such matters are as follows:
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(i) The following were
elected as directors of Premier for a term of one year.
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Director
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Votes Received
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Votes Withheld
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Broker Non-votes
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1. Toney K. Adkins
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9,492,571
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425,941
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2,644,277
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2. Philip Cline
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9,470,937
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447,575
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2,644,277
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3. Harry Hatfield
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7,043,241
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2,875,271
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2,644,277
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4. Lloyd G. Jackson, II
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9,443,494
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475,018
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2,644,277
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5. Keith F. Molihan
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6,826,891
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3,091,621
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2,644,277
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6. Marshall T. Reynolds
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8,252,806
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1,665,706
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2,644,277
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7. Neal Scaggs
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6,669,699
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3,248,813
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2,644,277
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8. Robert W. Walker
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9,510,743
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407,769
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2,644,277
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9. Thomas W. Wright
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9,208,576
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709,936
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2,644,277
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(ii) Ratification of Crowe LLP as independent auditors of Premier for 2020. Votes for 12,424,090; votes against 100,026; votes abstained 38,673.
(iii) Approve
proposal on executive compensation in an advisory vote. Votes for 9,152,530; votes against 281,835; votes abstained 484,147; broker non-votes 2,644,277.
PREMIER FINANCIAL BANCORP, INC,
INFORMATION TO BE INCLUDED IN THE REPORT
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.
PREMIER FINANCIAL BANCORP, INC.
(Registrant)
/s/ Brien M. Chase
Date: June 18, 2020 Brien M. Chase, Senior Vice President
and Chief Financial Officer