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 21, 2017
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)957-2196
(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)) |
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 Rulel2b-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. ☐
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 June 21, 2017, at which the Company’s shareholders were asked to vote on the following issues: (1) the election of three (3) Class 1 directors to serve a three-year term ending in 2020; (2) the proposed amendment of Article 5 of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock that the Company may issue from five (5) million shares to twenty (20) million shares; (3) the proposed amendment of Article 5 of the Company’s Articles of Incorporation to authorize 1,348,809 shares of a new class ofnon-voting common stock; and (4) the ratification of the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017.
The Board of Directors approved April 14, 2017 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 3,518,351 outstanding shares of common stock. A total of 2,697,052 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 | |
Brett D. Fulk | | | 2,208,405 | | | | 98,269 | | | | 390,378 | |
Howard R. Greenawalt | | | 2,200,649 | | | | 106,025 | | | | 390,378 | |
William C. Yaag | | | 2,200,649 | | | | 106,025 | | | | 390,378 | |
Proposal 2 – Ratification of the proposed amendment of Article 5 of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock that the Company may issue from five (5) million shares to twenty (20) million shares.
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker
Non-Votes | |
2,263,608 | | | 256,504 | | | | 167,133 | | | | 9,807 | |
Proposal 3 – Ratification of the proposed amendment of Article 5 of the Company’s Articles of Incorporation to authorize 1,348,809 shares of a new class ofnon-voting common stock.
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker
Non-Votes | |
1,963,351 | | | 237,830 | | | | 105,493 | | | | 390,378 | |
Proposal 4 – Ratification of the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017
| | | | | | | | |
For | | Against | | | Abstain | |
2,665,433 | | | 7,327 | | | | 24,292 | |
Item 8.01 Other Events
On June 21, 2017, 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: June 22, 2017 | | | | | | /s/ Kirk D. Fox |
| | | | | | Kirk D. Fox |
| | | | | | Chief Executive Officer |
Exhibit 99.1
Riverview Financial Corporation Annual Meeting Presentation
