CURRENT REPORT ONFORM 8-K
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(b) Departure of Directors
Effective as of the June 13, 2019 Annual Meeting of Shareholders, Charles R. Johnston, Jr. retired as a director of Riverview Financial Corporation (the “Company”) and Riverview Bank (the “Bank”) in accordance with the terms of Riverview’s Bylaws, which does not permit the nomination of any individual as a director who attains the age of 70 years on or before the date of the Annual Meeting.
In addition, Andrew J. Kohlhepp provided notice of his decision to resign as a director of the Company and the Bank for personal reasons, effective as of the June 13, 2019 Annual Meeting. Mr. Kohlhepp’s decision to resign was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.
The Board of Directors voted unanimously to eliminate the two board seats previously occupied by Messrs. Johnston and Kohlhepp, and as a result, the full size of the Board will be reduced to thirteen (13) members, effective as of the June 13, 2019 Annual Meeting.
(e) Approval of the Riverview Financial Corporation 2019 Equity Incentive Plan
On June 13, 2019, shareholders of the Company approved the Riverview Financial Corporation 2019 Equity Incentive Plan, which provides grants of stock-based awards to officers, employees and directors of the Company and Riverview Bank. A description of the material terms of the plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 23, 2019 and the Company’s definitive additional materials for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on May 9, 2019. A copy of the plan is filed as Exhibit 10.1 to this Current Report on Form8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 13, 2019, 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 2022; (2) to approve and adopt the Riverview Financial Corporation 2019 Equity Incentive Plan; and (3) the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.
The Board of Directors approved April 15, 2019 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 7,806,173 issued and outstanding shares of no par value voting common stock. A total of 5,957,102 shares of common stock were voted at the Annual Meeting either in person or by proxy.
