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 24, 2017
SIERRA BANCORP
(Exact name of registrant as specified in its charter)
| California | 000-33063 | 33-0937517 |
(State or other jurisdiction of
incorporation or organization) | (Commission File No.) | (I.R.S. Employee
Identification No.) |
86 North Main Street, Porterville, CA 93257
(Address of principal executive offices)
(Zip code)
(559) 782-4900
(Registrant’s telephone number including area code)
Not applicable
(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 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))
| Item 5.07 | submission of matters to a vote of security holders |
The Company’s annual meeting of shareholders was held on May 24, 2017, at which time shareholders voted in favor of item 1, election of directors, item 2, approval of stock incentive plan, item 3, ratification of appointment of independent accountants, and item 4, advisory vote on executive compensation. For item 5, the advisory vote on the frequency of holding an advisory vote on executive compensation, given the option of every one, two, or three years, shareholders voted in favor of every year. Proxies were solicited by the Company’s management pursuant to Regulation 14 under the Securities Exchange Act of 1934.
A total of 12,431,737 shares were represented and voting at the meeting, constituting 90% of the 13,828,929 issued and outstanding shares entitled to vote at the meeting. There was no solicitation in opposition to Management’s nominees for directorship as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of shareholders. The vote on the election of the five nominees to serve as Class II directors for two-year terms was as follows:
| | | For | | Withheld |
| Albert L. Berra | | 8,684,943 | | 2,108,974 |
| Vonn R. Christenson | | 9,250,495 | | 1,543,422 |
| Laurence S. Dutto | | 9,245,987 | | 1,547,930 |
| Kevin J. McPhaill | | 9,176,084 | | 1,617,833 |
| Gordon T. Woods | | 9,160,819 | | 1,633,098 |
There were 1,637,820 broker non-votes received with respect to this item.
The terms of the following directors continued after the shareholders’ meeting: Robb Evans, Robert L. Fields, James C. Holly, Lynda B. Scearcy, and Morris A. Tharp.
The Company’s 2017 Stock Incentive Plan was approved, with the number of shares cast as follows:
| For: | | 7,457,413 |
| Against: | | 3,288,785 |
| Abstain: | | 47,719 |
The number voting “for” constituted 69% of the total number of shares represented and voting at the meeting with respect to proposal 2. There were 1,637,820 broker non-votes received with respect to this item.
The appointment of Vavrinek, Trine, Day & Co., LLP as the Company’s independent registered public accounting firm for 2017 was ratified, with the number of shares cast as follows:
| For: | | 11,573,845 |
| Against: | | 75,222 |
| Abstain: | | 782,670 |
The number voting “for” constituted 93% of the total number of shares represented and voting at the meeting with respect to proposal 3. There were no broker non-votes with respect to this item.
The advisory vote on executive compensation was approved, with the number of shares cast as follows:
| For: | | 9,152,952 |
| Against: | | 831,033 |
| Abstain: | | 809,932 |
The number voting “for” constituted 85% of the total number of shares represented and voting at the meeting with respect to proposal 4. There were 1,637,820 broker non-votes received with respect to this item.
The number of shares cast for each of the following alternatives with respect to the frequency of holding an advisory vote on executive compensation was as follows:
| 1 Year: | | 6,542,716 |
| 2 Years: | | 17,681 |
| 3 Years: | | 1,544,106 |
| Abstain: | | 434,169 |
The number voting in favor of every one year constituted 77% of the total number of shares represented and voting at the meeting with respect to proposal 5. There were 3,753,012 broker non-votes received with respect to this item.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SIERRA BANCORP | |
| | | |
| | | |
| Dated: May 25, 2017 | By: | /s/ Kenneth R. Taylor | |
| | | Kenneth R. Taylor
Executive Vice President & Chief Financial Officer | |
