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, 2020
Summit Financial Group, Inc.
(Exact name of registrant as specified in its charter)
|
| | |
| West Virginia | 0-16587 | 55-0672148 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation or organization) | | Identification No.) |
|
| | |
| 300 North Main Street | |
| Moorefield | West Virginia | 26836 |
| (Address of principal executive offices) | (Zip Code) |
(304)530-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or 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 | SMMF | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. o
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
| |
| (a) | Summit Financial Group, Inc. (the “Company”) held its virtual Annual Meeting of Shareholders on May 19, 2020 for the purpose of considering and voting upon the following: |
| |
| i. | To elect one (1) director to serve until the Annual Meeting in 2021 and to elect five (5) directors to serve until the Annual Meeting in 2023; |
| |
| ii. | To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and |
| |
| iii. | To transact such other business as may properly come before the Meeting. |
| |
| (b) | The total number of shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting was 12,982,305 shares of which 10,928,241 shares voted representing 84.18%. The holders of common stock of the Company voted on two proposals. No other business was brought before the meeting. |
The results of the voting on the two proposals were as follows:
| |
| (i) | Proposal 1 - To elect one (1) director to serve until the Annual Meeting in 2021 and five (5) directors to serve until the Annual Meeting in 2023. |
The following director was elected to serve until the Annual Meeting in 2021:
|
| | | | |
| | VOTES FOR | VOTES WITHHELD | ABSTENTIONS | BROKER NON-VOTES |
| | | | | |
| Ronald B. Spencer | 9,480,274 | 135,684 | — | 1,312,283 |
The following directors were elected to serve until the Annual Meeting in 2023:
|
| | | | |
| | VOTES FOR | VOTES WITHHELD | ABSTENTIONS | BROKER NON-VOTES |
| | | | | |
| Ronald L. Bowling | 7,734,304 | 1,890,912 | — | 1,312,283 |
| J. Scott Bridgeforth | 9,406,623 | 213,831 | — | 1,312,283 |
| Georgette R. George | 8,851,898 | 773,317 | — | 1,312,283 |
| John B. Gianola | 8,374,746 | 1,245,974 | — | 1,312,283 |
| John H. Shott | 9,478,220 | 146,996 | — | 1,312,283 |
| |
| (ii) | Proposal 2 - To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020: |
|
| | | |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| | | | |
| 10,815,677 | 92,614 | 19,951 | — |
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.
|
| | | | |
| | | | SUMMIT FINANCIAL GROUP, INC. |
| | | | | |
| Date: May 21, 2020 | | | By: /s/ Julie R. Markwood |
| | | | Julie R. Markwood |
| | | | Senior Vice President and Chief Accounting Officer |
