UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
OTTAWA BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-37914 | 81-2959182 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation or organization) | File Number) | Identification No.) |
925 LaSalle Street, Ottawa, Illinois 61350
(Address of principal executive offices) (Zip Code)
(815) 433-2525
(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, $0.01 par value per share | OTTW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of the stockholders of Ottawa Bancorp, Inc. (the “Company”) was held on May 15, 2019. The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:
1. | The following individuals were elected as directors, each for a three-year term by the following vote: |
| | FOR | WITHHELD |
James A. Ferrero | 1,750,404 | 382,150 |
Craig M. Hepner | 1,860,460 | 272,094 |
Keith F. Johnson | 1,953,942 | 178,612 |
There were 940,601 broker non-votes on the proposal.
2. | The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified by the stockholders by the following vote: |
FOR | AGAINST | ABSTAIN |
2,887,324 | 166,749 | 19,082 |
There were no broker non-votes on the proposal.
3. | An advisory vote was taken on the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, and the vote was as follows: |
FOR | AGAINST | ABSTAIN |
1,873,952 | 189,593 | 69,009 |
There were 940,601 broker non-votes on the proposal.
4. | An advisory vote was taken on the frequency of the advisory vote on the compensation of the Company’s named executive officers and the vote was as follows: |
ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN |
1,057,757 | 55,668 | 970,857 | 48,272 |
There were 940,601 broker non-votes on the proposal.
In light of the voting results with respect to the frequency of the advisory stockholder votes on executive compensation, the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on the compensation of named executive officers until the next required advisory vote on the frequency of stockholder votes on the compensation of executives.
SIGNATURES
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.
| OTTAWA BANCORP, INC. | |
| | | |
| | | |
Date: May 20, 2019 | By: | /s/ Jon Kranov | |
| | Jon Kranov | |
| | President and Chief Executive Officer | |
