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): May 16, 2023
| | New Peoples Bankshares, Inc. | |
| (Exact name of registrant as specified in its charter) |
| Virginia | | 000-33411 | | 31-1804543 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
67 Commerce Drive Honaker, Virginia | | 24260 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: (276) 873-7000 |
| |
N/A
(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:
| | | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None |
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. [ ]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in Exhibit 99.1 attached to this Current Report on Form 8-K contains some forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company's Securities and Exchange Commission reports including, but not limited to, the most recent quarterly report filed on Form 10-Q, current reports filed on Form 8-K, and the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Item 5.07 Submission of Matters to a Vote of Security Holders
New Peoples Bankshares, Inc. (the “Company”) held its 2023 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 16, 2023. A total of 23,834,444 shares of the Company’s Common Stock were entitled to vote as of March 22, 2023, the record date for the Annual Meeting. There were 16,007,479 shares present at the Annual Meeting in person or by proxy, and the shareholders voted on two proposals.
Proposal 1: Election of Directors
The shareholders elected two directors to serve three-year terms expiring in 2026. The two directors elected to serve the three-year terms were Gina D. Boggess and John D. Cox. The results of the vote were as follows:
| Nominees | | Votes FOR | | Votes Withheld | | Broker Non-Votes | | Uncast Votes |
| | | | | | | | | |
| Gina D. Boggess | | 15,278,749 | | 23,564 | | 705,166 | | - |
| John D. Cox | | 15,258,244 | | 44,069 | | 705,166 | | - |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The shareholders voted to ratify the Company’s Audit Committee of the Board of Directors’ appointment of Yount, Hyde & Barbour P.C. to serve as its independent registered public accounting firm for the year ending December 31, 2023. The results of the vote follow:
| Votes FOR | | Votes AGAINST | | Votes ABSTAIN | | Uncast Votes |
| | | | | | | |
| 15,987,851 | | 10,689 | | 8,939 | | - |
| | | | | | | |
On May 16, 2023, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1, and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| | | NEW PEOPLES BANKSHARES, INC. |
| | | | |
| Date: | May 18, 2023 | | By: | /s/ Christopher G. Speaks |
| | | | Christopher G. Speaks |
| | | | Executive Vice President and Chief Financial Officer |
| | | | | |
