UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 22, 2021 (April 21, 2021)
Emclaire Financial Corp
(Exact Name of Registrant as Specified in Charter)
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Pennsylvania | 001-34527 | 25-1606091 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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612 Main Street, Emlenton, Pennsylvania 16373 |
(Address of Principal Executive Offices) (Zip Code) |
(724) 867-2311
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1.25 per share | EMCF | NASDAQ Capital Market (NASDAQ) |
(Title of Class) | (Trading Symbol) | (Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None.
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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) |
☐ | 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)) |
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. ☐
EMCLAIRE FINANCIAL CORP
CURRENT REPORT ON FORM 8-K
ITEM 5.07. Submission of Matters to a Vote of Security Holders
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(a) | The Emclaire Financial Corp (the "Corporation") Annual Meeting of Shareholders (the "Annual Meeting") was held on April 21, 2021. At the Annual Meeting, 2,004,805 shares of common stock, or 73.67% of the 2,721,212 shares of common stock outstanding and entitled to vote at the Annual Meeting, were voted in person or by proxy. |
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(b) | Set forth below are the matters which were to be acted upon by the Corporation’s shareholders at the Annual Meeting: |
1. | Election of four (4) directors to serve for three-year terms and until their successors are duly elected and qualified; |
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| 2. | Approval of the 2021 Stock Incentive Plan; |
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2. | Ratification of the selection of BKD, LLP, Certified Public Accountants, as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2021. |
As to proposal number one, the following directors were elected for a three-year term expiring in 2024:
Name | | Shares For | | Shares Withheld | | Broker Non-vote |
| Milissa S. Bauer | | 1,606,242 | | 21,130 | | 377,433 |
| Henry H. Deible | | 1,532,981 | | 94,391 | | 377,433 |
| Deanna K. McCarrier | | 1,597,373 | | 29,999 | | 377,433 |
| Nicholas D. Varischetti | | 1,559,486 | | 67,886 | | 377,433 |
Proposal number two, to approve the 2021 Stock Incentive Plan, was approved with 1,397,414 shares in favor, 178,604 shares against, 51,354 shares abstained and 377,433 shares broker non-vote.
Proposal number three, to ratify the appointment of BKD, LLP as the Corporation’s independent registered public accounting firm, was approved with 1,995,783 shares in favor, 1,715 shares against and 7,307 shares abstained.
SIGNATURE
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.
EMCLAIRE FINANCIAL CORP
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Date: April 22, 2021 | William C. Marsh | |
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| Name: | William C. Marsh | |
| Title: | Chairman of the Board, |
| | President and Chief Executive Officer |
