Exhibit 99.10
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
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) July 22, 2020
Carter Bank & Trust
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction
of incorporation) | N/A
(Commission
File Number) | 20-5539935
(IRS Employer
Identification No.) |
1300 Kings Mountain Road Martinsville, Virginia
(Address of principal executive offices) | 24112
(Zip Code) |
Registrant's telephone number, including area code (276)656-1776
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 (see General Instruction A.2. below):
¨ 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, $1 par value | CARE | Nasdaq Global Select Market |
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 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. ¨ |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2020 Annual Meeting of Shareholders of Carter Bank & Trust (“Annual Meeting”) was held on July 22, 2020. A total of 22,601,141 of the Bank’s shares were present or represented by proxy at the Annual Meeting. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter.
The following proposals were voted on and, except for Proposal 4, were approved by the Bank’s stockholders at the 2020 Annual Meeting with the stockholders having voted as set forth below:
Proposal #1
To elect the 12 Directors below to serve until the 2021 Annual Meeting of Shareholders or until their successors are elected:
| | | For | | | Withhold
Authority | | | Broker Non-Votes | |
| Michael R. Bird | | | 16,547,176 | | | | 2,132,321 | | | | 3,921,644 | |
| Robert W. Conner | | | 16,437,059 | | | | 2,242,438 | | | | 3,921,644 | |
| Gregory W. Feldmann | | | 16,496,362 | | | | 2,183,135 | | | | 3,921,644 | |
| Chester A. Gallimore | | | 16,451,220 | | | | 2,228,277 | | | | 3,921,644 | |
| Charles E. Hall | | | 16,503,810 | | | | 2,175,687 | | | | 3,921,644 | |
| James W. Haskins | | | 15,512,868 | | | | 3,166,629 | | | | 3,921,644 | |
| Phyllis Q. Karavatakis | | | 16,277,630 | | | | 2,401,867 | | | | 3,921,644 | |
| Lanny A. Kyle, O.D. | | | 16,415,227 | | | | 2,264,270 | | | | 3,921,644 | |
| E. Warren Matthews | | | 16,430,762 | | | | 2,248,735 | | | | 3,921,644 | |
| Catharine L. Midkiff | | | 16,575,055 | | | | 2,104,442 | | | | 3,921,644 | |
| Joseph E. Pigg | | | 16,452,107 | | | | 2,227,390 | | | | 3,921,644 | |
| Litz H. Van Dyke | | | 16,396,995 | | | | 2,282,502 | | | | 3,921,644 | |
Proposal #2
To approve, in an advisory and non-binding vote, the compensation of the Bank’s named executive officers as disclosed in the proxy statement.
| For | | | Against | | | Abstain | | | Non-Votes | |
| 14,949,454 | | | 3,386,651 | | | 343,392 | | | 3,921,644 | |
Proposal #3
Ratification of the appointment of the independent registered public accounting firm of Crowe LLP as the independent auditors of the Bank for the fiscal year ending December 31, 2020.
| For | | | Against | | | Abstain | | | Non-Votes | |
| 21,226,224 | | | 1,204,363 | | | 170,554 | | | 0 | |
Proposal #4
To approve an amendment of the Articles of Incorporation of Carter Bank & Trust to authorize the issuance of up to 1,000,000 shares of preferred stock.
| For | | | Against | | | Abstain | | | Non-Votes | |
| 8,116,848 | | | 10,369,887 | | | 192,762 | | | 3,921,644 | |
Proposal #5
To approve an adjournment of the Annual Meeting to allow time for further solicitation of proxies in the event that there are insufficient votes at the Annual Meeting to approve Proposal 4 regarding the amendment of the Articles of Incorporation of the Bank.
| For | | | Against | | | Abstain | | | Non-Votes | |
| 11,472,780 | | | 10,874,695 | | | 253,666 | | | 0 | |
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.
| | Carter Bank & Trust |
| | |
| | |
| Date: July 23, 2020 | By: | /s/ Wendy S. Bell |
| | Wendy S. Bell |
| | Senior Executive Vice President & Chief Financial Officer |
