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
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Date of report (Date of earliest event reported): |
| May 2, 2023 |
Evans Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
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New York | 001-35021 | 16-1332767 |
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(State or Other Jurisdiction | _______________
(Commission | ___________________
(I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
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6460 Main Street, Williamsville, New York |
| 14221 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: |
| 716-926-2000 |
Not Applicable
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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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.50 par value | EVBN | NYSE American |
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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.
At the Company’s 2023 Annual Meeting, held on May 2, 2023, shareholders approved the following Board of Director’s proposals:
Proposal I – the election of Michael A. Battle, Jody L. Lomeo, Nora B. Sullivan, Dawn DePerrior, and Robert A. James as directors for a term of three years.
Proposal II – approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.
Proposal III - the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
The following table reflects the tabulation of votes with respect to the matters voted on at the 2023 Annual Meeting:
Proposal I: Election of Directors
Michael A. Battle
FOR: 3,368,997
WITHHELD: 52,129
BROKER NON-VOTES: 825,329
Jody L. Lomeo
FOR: 3,363,589
WITHHELD: 57,537
BROKER NON-VOTES: 825,329
Nora B. Sullivan
FOR: 3,371,934
WITHHELD: 49,192
BROKER NON-VOTES: 825,329
Dawn DePerrior
FOR: 3,386,534
WITHHELD: 34,592
BROKER NON-VOTES: 825,329
Robert A. James
FOR: 3,390,523
WITHHELD: 30,603
BROKER NON-VOTES: 825,329
Proposal II: The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers:
FOR: 3,259,990
AGAINST: 45,437
ABSTAIN: 115,699
BROKER NON-VOTES: 825,329
Proposal III: Ratification of the appointment of Crowe LLP as Evans Bancorp, Inc.’s independent registered public accounting firm for fiscal year 2023:
FOR: 4,193,809
AGAINST: 14,887
ABSTAIN: 37,759
The following directors also continued their terms in office following the 2023 Annual Meeting:
David J. Nasca
Kevin D. Maroney
Robert G. Miller, Jr.
Kimberley A. Minkel
Christina P. Orsi
Michael J. Rogers
David R. Pfalzgraf, Jr.
Lee C. Wortham
Thomas H. Waring, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
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May 3, 2023 | Evans Bancorp, Inc. |
| By: /s/ David J. Nasca |
| Name: David J. Nasca |
| Title: President and Chief Executive Officer |
