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 17, 2023
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 17, 2023, the shareholders voted on (i) the election of nine directors for the next year; (ii) the amendment to the Company’s Bylaws eliminating cumulative voting in the election of directors; and (iii) the ratification of the appointment of Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2023. 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
The stockholders of the Company elected each of the nine director nominees to serve on the Company’s Board of Directors (the “Board”) for a term to expire at the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:
| Nominee | Votes For Nominee | Votes Withheld or Against Nominee | Abstentions | Broker Non- Votes |
| Michonne R. Ascuaga | 3,422,022 | 5,876 | n/a | 1,332,775 |
| Steven M. Coldani | 2,894,438 | 533,460 | n/a | 1,332,775 |
| Heidi S. Gansert | 2,707,017 | 720,881 | n/a | 1,332,775 |
| Richard F. Kenny | 3,369,052 | 58,846 | n/a | 1,332,775 |
| Robert J. McClintock | 3,265,683 | 162,215 | n/a | 1,332,775 |
| Julie A. Morehead | 3,366,158 | 61,740 | n/a | 1,332,775 |
| Terrance J. Reeson | 2,854,825 | 573,073 | n/a | 1,332,775 |
| Andrew J. Ryback | 3,400,102 | 27,796 | n/a | 1,332,775 |
| Daniel E. West | 2,871,055 | 556,843 | n/a | 1,332,775 |
Proposal #2: Proposal to Eliminate Cumulative Voting
The proposal for the amendment to the Company’s Bylaws eliminating cumulative voting in the election of directors required approval by a majority of shares outstanding. Proposal 2 was approved by a majority of outstanding shares. The voting results were as follows:
| For | Against | Abstain |
| 2,938,559 | 444,958 | 44,381 |
Proposal #3: Ratification of the Appointment of Independent Auditors
The stockholders of the Company ratified the appointment of Eide Bailly, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes on Proposal 3 were as follows:
| For | Against | Abstain |
| 4,743,579 | 2,764 | 14,330 |
Item 9.01 Exhibits
| 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 18, 2023 | By: | /s/ Richard L. Belstock | |
| | Name: Richard L. Belstock | |
| | Title: Chief Financial Officer | |
