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) 5/17/2017
CITIZENS FIRST CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky | 001-33126 | 61-0912615 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
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1065 Ashley Street, Bowling Green, Kentucky | | 42103 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant's telephone number, including area code (270) 393-0700 |
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Not Applicable |
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(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 obligations of the registrant under any of the following provisions (see General Instruction 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. ☐
ITEM 5.07 Submission Of Matters To A Vote Of Security Holders.
The annual meeting of shareholders of the Company was held on May 17, 2017. The following directors were elected to three year terms, ending in 2020, with the vote totals as shown:
| | | | |
| | | Broker | |
| Votes for | Votes withheld | Non-votes | |
| | | | |
Barry D. Bray | 1,250,972 | 234,421 | 350,145 | |
Sarah Glenn Grise | 1,249,972 | 235,421 | 350,145 | |
Amy Milliken | 1,236,337 | 249,056 | 350,145 | |
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The terms of office of the following directors of the Company continued after the Annual Meeting:
| |
Name | Term Expires In |
Jim Henderson | 2018 |
James R. Hilliard | 2018 |
M. Todd Kanipe | 2018 |
Kevin Vance | 2018 |
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Kent Furlong | 2019 |
Steve Marcum | 2019 |
Jack Sheidler | 2019 |
John Taylor | 2019 |
The following vote totals were received on the ratification of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:
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Votes For | 1,823,452 |
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Votes Against | 3,316 |
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Votes Abstained | 8,770 |
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Broker Non-votes | 0 |
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The following vote totals were received on the advisory vote on executive compensation:
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Votes For | 1,198,027 |
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Votes Against | 197,449 |
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Votes Abstained | 89,917 |
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Broker Non-votes | 350,145 |
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The following vote totals were received on the shareholder proposal on elimination of classified or staggered board:
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Votes For | 1,041,240 |
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Votes Against | 433,115 |
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Votes Abstained | 11,038 |
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Broker Non-votes | 350,145 |
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The following vote totals were received on the shareholder proposal recommending the board of directors immediately implement the steps necessary to achieve a sale, merger or other disposition of the corporation:
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Votes For | 776,849 |
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Votes Against | 695,903 |
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Votes Abstained | 12,641 |
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Broker Non-votes | 350,145 |
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Item 7.01 Regulation FD Disclosure.
On May 15, 2017, the Board of Directors of the Company authorized the redemption of all 229 outstanding shares of the Cumulative Convertible Preferred Stock as of June 30, 2017 (the “Redemption Date”) at the redemption price of $31,992 per share (the Stated Amount of the preferred stock), plus accrued and unpaid dividends (the “Redemption Price”), including pro rata dividend according to the number of days elapsed prior to the redemption date over an assumed year of 365 days. Dividends will cease to accrue on the preferred stock as of the following redemption date. The Redemption Price was determined in accordance with the Company’s Second Amended and Restated Article of Incorporation. Holders of the preferred stock will receive a notice and instructions for surrendering their certificates for shares of preferred stock to the Company.
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.
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CITIZENS FIRST CORPORATION |
(Registrant) |
By: /s/ M. Todd Kanipe M. Todd Kanipe |
President and Chief Executive Officer |
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Date: May 23, 2017 |
