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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) |
| OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (Date of earliest event reported): May 6, 2021 |
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| Peoples Bancorp of North Carolina, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
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| North Carolina |
| (State or Other Jurisdiction of Incorporation) |
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| 000-27205 | 56-2132396 |
| (Commission File No.) | (IRS Employer Identification No.) |
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| 518 West C Street, Newton, North Carolina | 28658 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (828) 464-5620 |
| (Registrant’s Telephone Number, Including Area Code) |
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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: |
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| | | Written communications 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)) |
| Peoples Bancorp of North Carolina, Inc. |
| INDEX |
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| | Page |
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| Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3 |
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| Item 5.07 – Submission of Matters to a Vote of Security Holders | 3 |
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| Item 9.01 – Financial Statements and Exhibits | 3 |
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| Signatures | 4 |
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| Exhibit (3)(i)(d) Amendment to Articles of Incorporation | 5 |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 6, 2021, at the Annual Shareholders' Meeting, shareholders of Peoples Bancorp of North Carolina, Inc. (the “Company”) approved an amendment to the Company’s Articles of Incorporation to implement a majority voting standard in uncontested elections of directors. A copy of the amendment was disclosed to shareholders in the proxy statement delivered to the Company's shareholders in connection with the Annual Meeting of Shareholders and filed by the Company with the Securities Exchange Commission on March 24, 2021.
The amendment to the Company’s Articles of Incorporation is attached hereto as Exhibit (3)(i)(d) and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a)
Annual Shareholders’ Meeting – May 6, 2021
(b)
Directors elected at the meeting are as follows: James S. Abernethy, Robert C. Abernethy, Douglas S. Howard, John W. Lineberger, Jr., Gary E. Matthews, Billy L. Price, Jr. MD, Larry E. Robinson, William Gregory Terry, Dan Ray Timmerman, Sr. and Benjamin I. Zachary
At the May 6, 2021 Annual Shareholders’ Meeting the following items were submitted to a vote of shareholders:
1)
Election of Directors:
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| James S. Abernethy | 3,539,664 | - | 751,844 | 1,028,763 |
| Robert C. Abernethy | 3,090,900 | - | 1,200,608 | 1,028,763 |
| Douglas S. Howard | 3,608,088 | - | 683,420 | 1,028,763 |
| John W. Lineberger, Jr. | 3,976,922 | - | 314,586 | 1,028,763 |
| Gary E. Matthews | 4,010,589 | - | 280,919 | 1,028,763 |
| Billy L. Price, Jr. MD | 3,948,693 | - | 342,815 | 1,028,763 |
| Larry E. Robinson | 4,009,640 | - | 281,868 | 1,028,763 |
| William Gregory Terry | 3,567,944 | - | 723,564 | 1,028,763 |
| Dan Ray Timmerman, Sr. | 3,604,256 | - | 687,252 | 1,028,763 |
| Benjamin I. Zachary | 3,948,709 | - | 342,799 | 1,028,763 |
2)
Approval of an amendment to the Company’s Articles of Incorporation to implement a majority voting standard in uncontested elections of directors.
Votes For – 3,728,563; Votes Against – 531,331; Votes Abstained – 31,614; Broker Non-votes – 1,028,763
3) Ratification of appointment of Independent Registered Public Accountants – Elliott Davis, PLLC
Votes For – 5,316,666; Votes Against – 2,593; Votes Abstained – 1,012; Broker Non-votes – 0
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
(3)(i)(d) Amendment to Articles of Incorporation
| SIGNATURES |
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| 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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| | PEOPLES BANCORP OF NORTH CAROLINA, INC. |
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| Date: May 10, 2021 | By: | /s/ Jeffrey N. Hooper |
| | Jeffrey N. Hooper |
| Executive Vice President and Chief Financial Officer |
