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 18, 2022
Plumas Bancorp
(Exact name of registrant as specified in its charter)
| | | | | |
| California | | 000-49883 | | 75-2987096 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
5525 Kietzke Lane, Suite 100, Reno, Nevada | | 89511 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (775) 786-0907
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:
☐ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading Symbol | Name of Each Exchange on which Registered: |
| Common Stock, no par value | PLBC | The NASDAQ Stock Market LLC |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Plumas Bancorp held on May 18, 2022, the shareholders voted on (i) the election of ten directors for the next year; (ii) approval of the Company’s executive compensation on an advisory (non-binding) basis; (iii) the ratification of the appointment of Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2022, and (iv) approval of the Plumas Bancorp 2022 Equity Incentive Plan. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:
Proposal #1: Election of Directors
On the proposal to elect Directors of Plumas Bancorp, the Board of Director’s nominees were elected as Directors of Plumas Bancorp until the 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The voting results were as follows:
| Nominee | Votes For Nominee | Votes Withheld or Against Nominee | Abstentions | Broker Non- Votes |
| Michonne R. Ascuaga | 3,135,241 | 15,543 | n/a | 1,382,234 |
| Steven M. Coldani | 3,129,966 | 20,818 | n/a | 1,382,234 |
| Gerald W. Fletcher | 2,950,144 | 200,640 | n/a | 1,382,234 |
| Heidi S. Gansert | 2,951,616 | 199,168 | n/a | 1,382,234 |
| Richard F. Kenny | 3,070,195 | 80,589 | n/a | 1,382,234 |
| Robert J. McClintock | 3,099,555 | 51,229 | n/a | 1,382,234 |
| Julie A. Morehead | 3,134,562 | 16,222 | n/a | 1,382,234 |
| Terrance J. Reeson | 3,076,112 | 74,672 | n/a | 1,382,234 |
| Andrew J. Ryback | 3,111,966 | 38,818 | n/a | 1,382,234 |
| Daniel E. West | 3,097,115 | 53,669 | n/a | 1,382,234 |
Proposal #2: Non-Binding Advisory Vote on Executive Compensation
On the proposal for the approval of the Company’s executive compensation on an advisory (non-binding) basis the voting results were as follows:
| For | Against | Abstain |
| 2,910,215 | 82,819 | 157,750 |
Proposal #3: Ratification of the Appointment of Independent Auditors
On the proposal for the ratification of the appointment of Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2022 the voting results were as follows:
| For | Against | Abstain |
| 4,510,932 | 11,726 | 10,360 |
Proposal #4: 2022 Equity Incentive Plan
On the proposal for the approval of the 2022 Equity Incentive Plan the voting results were as follows:
| For | Against | Abstain |
| 2,888,103 | 214,076 | 48,605 |
Item 9.01 Exhibits
Number | Description |
| 104 | Cover Page Interactive Data File |
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.
| Plumas Bancorp
(Registrant) | |
| | | |
May 19, 2022 | By: | /s/ Richard L. Belstock | |
| | Name: Richard L. Belstock
Title: Chief Financial Officer | |
