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 15, 2019
WEST END INDIANA BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland | 000-54578 | 36-4713616 |
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer |
| of Incorporation) | | Identification No.) |
34 South 7th Street, Richmond, Indiana | 47374 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (765) 962-9587
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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2019, the 2019 Annual Meeting of Stockholders of West End Indiana Bancshares, Inc. (the “Company”) was held at the corporate office of West End Bank, S.B., located at 700 South A Street, Richmond, Indiana 47374 at 10:00 a.m., local time. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 17, 2019. The final results of the shareholder votes are as follows:
Proposal 1 – Election of Directors
The shareholders elected each director nominated to serve for a term of three years as follows:
| | For | | Withheld | | Broker-Non Votes |
| | | | | | |
| Michael J. Allen | 788,955 | | 14,707 | | 195,679 |
| | | | | | |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders approved the ratification of the appointment of BKD, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2018 as follows:
| For | | Against | | Abstain |
| | | | | |
| 994,879 | | ― | | 4,462 |
Proposal 3 – A non-binding proposal to give advisory approval regarding the compensation of the Company's named executive officers
The shareholders approved the resolution regarding the compensation of the Company’s named executive officers as disclosed in the proxy statement as follows:
| For | | Against | | Abstain | | Broker-Non Votes |
| | | | | | | |
| 701,041 | | 39,386 | | 63,235 | | 195,679 |
Proposal 4 – A non-binding proposal to give advisory approval on the frequency at which the Company should include an advisory vote regarding the Company's named executive officers
The shareholders approved the resolution on the frequency at which the Company should include an advisory vote regarding the compensation of the Company’s named executive officers as disclosed in the proxy statement as follows:
| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Vote |
| 747,034 | | 6,093 | | 25,213 | | 25,322 | | 195,679 |
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired. Not applicable. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Shell Company Transactions. Not applicable. |
