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 9, 2023
ISABELLA BANK CORPORATION
(Exact name of registrant as specified in its charter)
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| Michigan | | 000-18415 | | 38-2830092 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 401 North Main Street | Mt. Pleasant | Michigan | | 48858-1649 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (989) 772-9471
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2) |
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| ☐ | Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-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 |
| None | N/A | N/A |
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).
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. ¨
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2023, Isabella Bank Corporation (the "Corporation") held its 2023 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in the Corporation's Proxy Statement filed with the SEC on March 27, 2023. The certified results of the shareholder vote are as follows:
Proposal 1 - Election of Directors
The following individuals were elected to serve as directors to hold office until the 2026 Annual Meeting of Shareholders. | | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withhold | | Broker
Non-Votes |
| Dr. Jeffrey J. Barnes | | 3,663,122 | | | 117,542 | | | 689,987 | |
| Melinda M. Coffin | | 3,629,607 | | | 151,057 | | | 689,987 | |
| Vicki L. Rupp | | 3,679,284 | | | 101,380 | | | 689,987 | |
Proposal 2 - Advisory Vote on Executive Compensation
The Corporation’s shareholders approved by non-binding advisory vote the compensation paid to the Corporation’s named executive officers, as set forth below.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 3,325,197 | | | 312,211 | | | 143,256 | | | 689,987 | |
Proposal 3 - Frequency of Advisory Vote on Executive Compensation
The Corporation’s shareholders approved by non-binding advisory vote "every three years" as the frequency of future advisory votes on named executive officers compensation, as set forth below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 573,288 | | | 241,639 | | | 2,824,750 | | | 140,987 | | | 689,987 | |
Proposal 4 - Ratify the Appointment of Rehmann Robson LLC
The Corporation’s shareholders ratified the appointment of Rehmann Robson LLC as the Corporation's independent registered public accounting firm for 2023, as set forth below. | | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 4,405,279 | | | 21,740 | | | 43,632 | |
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.
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| | | ISABELLA BANK CORPORATION |
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| Dated: | May 12, 2023 | | By: | /s/ Jae A. Evans |
| | | | Jae A. Evans, President & CEO |
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