Merchants Bancorp (MBIN) 8-K Merchants Bancorp Declares Quarterly Common and Preferred Dividends

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 19, 2022

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

Indiana	001-38258	20-5747400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 Monon Boulevard
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	MBIN	NASDAQ
Series A Preferred Stock, without par value	MBINP	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value	MBINO	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value	MBINN	NASDAQ

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 x

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 19, 2022. Matters voted upon by holders of the Company’s common stock were:

(1) election of eleven (11) directors to the Company’s Board of Directors;

(2) an amendment to the Company’s First Amended and Restated Articles of Incorporation to increase the number of authorized shares; and

(3) ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.

The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, for each matter are detailed below.

1. Election of eleven (11) members to the Company’s Board of Directors to serve until the Company’s 2023 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death:

Director Nominee	For		Withheld		Broker Non-Votes
Michael F. Petrie		37,280,019		444,842		2,043,474
Randall D. Rogers		37,073,071		651,790		2,043,474
Tamika D. Catchings		37,563,726		161,135		2,043,474
Thomas W. Dinwiddie		37,235,137		489,724		2,043,474
Michael J. Dunlap		37,269,191		455,670		2,043,474
Scott A. Evans		37,283,678		441,183		2,043,474
Sue Anne Gilroy		34,734,332		2,990,529		2,043,474
Andrew A. Juster		34,974,719		2,750,142		2,043,474
Patrick D. O’Brien		34,983,680		2,741,181		2,043,474
Anne E. Sellers		34,730,170		2,994,691		2,043,474
Davie N. Shane		34,970,259		2,754,602		2,043,474

2. An amendment to the Company’s First Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares from fifty-five million (55,000,000) to eighty million (80,000,000) and the authorized number of shares of common stock from fifty million (50,000,000) to seventy-five million (75,000,000).

For	Against		Abstentions		Broker Non-Votes
39,610,384		156,473		1,478	N/A

3. Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.

For	Against		Abstentions		Broker Non-Votes
39,657,913		108,002		2,420	N/A

Item 8.01 Other Events.

On May 19, 2022, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:

· $0.07 per share on the Company’s outstanding shares of its common stock;

· $0.4375 per share on the Company’s outstanding shares of its 7% Series A preferred stock;

· $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series B preferred stock; and

· $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock.

Each of the dividends are payable on July 1, 2022 to shareholders of record on June 15, 2022.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 19, 2022 issued by Merchants Bancorp.
104	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

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 hereunto duly authorized.

	MERCHANTS BANCORP
Date: May 19, 2022	By:	/s/ Terry Oznick
		Name: Terry Oznick
		Title: General Counsel and Secretary