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):
June 19, 2019
LIMESTONE BANCORP, INC.
(Exact Name of Registrant as specified in Charter)
| Kentucky | 001-33033 | 61-1142247 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 2500 Eastpoint Parkway, Louisville, Kentucky | 40223 |
| (Address of principal executive offices) | (Zip code) |
(502) 499-4800
(Registrant's telephone number, including area code)
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)) |
| 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. | [ ] |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value
| LMST | The Nasdaq Capital Market |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 19, 2019, the Board of Directors of Limestone Bancorp, Inc. approved an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate the series designations of the Company’s Non-Voting Non-Cumulative Perpetual Preferred Shares, Series E, and Non-Voting Non-Cumulative Perpetual Preferred Shares, Series F. This amendment became effective on June 19, 2019 when Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation were filed with the Kentucky Secretary of State. No Series E Preferred Shares or Series F Preferred Shares were issued or outstanding at the time of the amendment. Shares previously designated as Series E Preferred Shares or Series F Preferred Shares have returned to the status of authorized but unissued Preferred Shares.
Item 5.07. Submission of Matters to a Vote of Securities Holders
On June 19, 2019, Limestone Bancorp, Inc. held its 2019 annual meeting of shareholders. At the meeting, shareholders elected eight directors, approved a non-binding advisory vote on the compensation of the Company’s executives, and approved a proposal to ratify the appointment of the Company’s independent registered public accounting firm.
The votes cast on the three agenda items are set forth below:
1. Election of Directors.
Director | For | Withheld | Broker non-votes |
| | | | |
| W. Glenn Hogan | 3,421,087 | 279,714 | 1,989,866 |
| Celia P. Catlett | 3,632,475 | 68,329 | 1,989,866 |
| Kevin J. Kooman | 3,632,475 | 68,326 | 1,989,866 |
| Michael T. Levy | 3,408,599 | 292,202 | 1,989,866 |
| James M. Parsons | 3,421,066 | 279,735 | 1,989,866 |
| Bradford T. Ray | 3,408,054 | 292,747 | 1,989,866 |
| Dr. Edmond J. Seifried | 3,421,066 | 279,735 | 1,989,866 |
| John T. Taylor | 3,421,087 | 279,714 | 1,989,866 |
2. Proposal to approve, in a non-binding advisory vote, the compensation of the Company’s executives.
For | Against | Abstain | Broker non-votes |
3,680,032
| 8,880
| 13,888 | 1,987,866
|
3. Proposal to ratify the appointment of the Company’s independent registered public accounting firm.
For | Against | Abstain | Broker non-votes |
| 5,684,585 | 1,519 | 4,563 | 0 |
No other proposals were voted upon at the annual meeting.
On June 19, 2019, Limestone Bancorp issued a press release announcing the results of three items submitted to a vote of its shareholders at the Company’s 2019 annual meeting held earlier that day. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | | Description of Exhibit |
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SIGNATURE
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 thereunto duly authorized.
| | LIMESTONE BANCORP, INC. |
| |
| |
Date: June 19, 2019
| By:
| /s/ Phillip W. Barnhouse |
| | | Chief Financial Officer |
