Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 20, 2020, Pinnacle Bankshares Corporation (the “Company”) held its annual meeting of the Company’s shareholders (the “Annual Meeting”). There were 1,563,922 shares of the Company’s common stock outstanding on the record date and entitled to vote at Annual Meeting, and 1,002,838 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Annual Meeting. The Company’s shareholders voted on the following: (i) a proposal to approve the Agreement and Plan of Reorganization, dated as of January 21, 2020, as amended on June 9, 2020, between the Company and Virginia Bank Bankshares, Inc. (“Virginia Bank”), including the related Plan of Merger, pursuant to which Virginia Bank will merge with and into the Company (the “Merger Proposal”); (ii) a proposal to amend the Company’s articles of incorporation to increase the maximum size of the Company’s board of directors to 18 directors (the “Articles Amendment Proposal”); (iii) a proposal to elect four Class II directors to serve until the 2023 annual meeting of shareholders; and (iv) a proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the Merger Proposal or Articles Amendment Proposal (the “Adjournment Proposal”). The Company’s shareholders approved the Merger Proposal and the Articles Amendment Proposal and elected all four Class II directors. The Adjournment Proposal was deemed to not be necessary because the Company’s shareholders approved the Merger Proposal and the Articles Amendment Proposal.
The final voting results for each proposal were as follows:
Proposal No. 1 – the Merger Proposal
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
1,000,401 | | 1,703 | | 734 | | — |
Proposal No. 2 – the Articles Amendment Proposal
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
872,445 | | 128,763 | | 1,630 | | — |
Proposal No. 3 – Election of Directors
| | | | | | |
Name | | For | | Withheld | | Broker Non-Votes |
James E. Burton, IV | | 999,077 | | 3,761 | | — |
Judson H. Dalton | | 999,077 | | 3,761 | | — |
Thomas F. Hall | | 999,077 | | 3,761 | | — |
A. Patricia Merryman | | 997,477 | | 5,361 | | — |
Proposal No. 4 – the Adjournment Proposal
The Adjournment Proposal was withdrawn as it was deemed to not be necessary because the Company received sufficient votes to approve the Merger Proposal and the Articles Amendment Proposal.
Item 8.01 Other Events.
On October 20, 2020, the Company and Virginia Bank issued a joint press release announcing that shareholders of both the Company and Virginia Bank, at separate meetings, approved the merger of Virginia Bank with and into the Company. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
