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): December 7, 2016
Riverview Financial Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Pennsylvania | | 333-201017 | | 38-3917371 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
3901 North Front Street, Harrisburg, Pennsylvania | | 17110 |
| (Address of principal executive offices) | | (Zip Code) |
(717)827-4042
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
CURRENT REPORT ONFORM 8-K
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Riverview Financial Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on December 7, 2016, at which the Company’s shareholders were asked to vote on the following issues: (1) the election of four (4) Class 3 directors to serve a three year term ending in 2019; and (2) the ratification of the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016.
The Board of Directors approved October 17, 2016 as the Annual Meeting record date for the determination of those shareholders that were entitled to notice and vote at the Annual Meeting. As of the record date there were 3,229,976 outstanding shares of common stock. A total of 2,353,802 shares of common stock were voted at the Annual Meeting either in person or by proxy.
The following is a summary of the voting results for the matters presented to the shareholders:
Proposal 1 – Election of Directors
| | | | | | | | | | | | |
Nominee | | For | | | Withheld | | | Broker
Non-Votes | |
Albert J. Evans | | | 1,790,883 | | | | 67,208 | | | | 495,711 | |
Kirk D. Fox | | | 1,790,883 | | | | 67,208 | | | | 495,711 | |
R. Keith Hite | | | 1,826,023 | | | | 32,068 | | | | 495,711 | |
David W. Hoover | | | 1,708,456 | | | | 149,635 | | | | 495,711 | |
| | |
| Proposal 2 – | | Ratification of the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016 |
| | | | |
For | | Against | | Abstain |
2,333,708 | | 1,333 | | 18,761 |
On December 7, 2016, Riverview Financial Corporation held its Annual Meeting. The presentation for the Annual Meeting, attached as Exhibit 99.1 and incorporated by reference, is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
None.
| (b) | Pro Forma Financial Information. |
None.
| (c) | Shell Company Transactions. |
None.
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Riverview Financial Corporation Annual Meeting Presentation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report onForm 8-K to be signed on its behalf by the undersigned, thereunto, duly authorized.
| | | | | | |
| | | | | | RIVERVIEW FINANCIAL CORPORATION |
| | | | | | (Registrant) |
| | | |
| Dated: December 7, 2016 | | | | | | /s/ Kirk D. Fox |
| | | | | | Kirk D. Fox |
| | | | | �� | Chief Executive Officer |
