UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2020
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania | 1-13677 | 25-1666413 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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349 Union Street Millersburg, Pennsylvania | 1.866.642.7736 | 17061 |
(Address of Principal Executive Offices) | ( Registrant’s telephone number, including area code) | (Zip Code) |
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| Not Applicable | |
(Former Name or Former Address, if Changed Since Last Report) |
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, $1.00 par value per share | | MPB | | The NASDAQ Stock Market LLC |
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)) |
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).
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. ☐
MID PENN BANCORP, INC.
CURRENT REPORT ON FORM 8-K
ITEM 5.07Submission of Matters to a Vote of Security Holders.
On August 26, 2020, Mid Penn Bancorp, Inc. (the “Corporation”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Corporation voted on the following proposals described in the Proxy Statement dated July 15, 2020.
The proposals voted on and approved or disapproved by the shareholders of the Corporation at the Annual Meeting were as follows:
Proposal No. 1. The Corporation’s shareholders elected four individuals to serve as Class A members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:
Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Robert C. Grubic | | | 5,111,548 | | | | 619,388 | | | | 1,109,906 | |
Donald F. Kiefer | | | 4,787,850 | | | | 943,086 | | | | 1,109,906 | |
John E. Noone | | | 5,488,218 | | | | 242,717 | | | | 1,109,906 | |
Noble C. Quandel, Jr. | | | 5,324,824 | | | | 406,112 | | | | 1,109,906 | |
Proposal No. 2. The Corporation’s shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in the Corporation’s Proxy Statement, as set forth below:
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 5,117,484 | | | | 491,716 | | | | 121,736 | | | | 1,109,906 | |
Proposal No. 3. The Corporation’s shareholders approved an amendment to the Mid Penn Bancorp, Inc. 2014 Restricted Stock Plan (the “Stock Plan Amendment”) to increase the number of shares of common stock authorized for issuance under the Restricted Stock Plan from 100,000 to 200,000 shares, as set forth below:
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 5,323,510 | | | | 351,514 | | | | 55,912 | | | | 1,109,906 | |
Proposal No. 4. The Corporation’s shareholders ratified the appointment of BDO USA, LLP, of Harrisburg, Pennsylvania, as the Corporation’s independent registered public accounting firm for the year ending December 31, 2020, as set forth below:
Votes For | | | Votes Against | | | Abstentions | | | Votes Uncast | |
| 6,760,455 | | | | 53,296 | | | | 24,545 | | | | 2,546 | |
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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| MID PENN BANCORP, INC. (Registrant) |
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Date: August 27, 2020 | By: | /s/ Rory G. Ritrievi |
| Rory G. Ritrievi |
| President and Chief Executive Officer |
