ebmt20170421_8k.htm

 

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): April 21, 2017

 

EAGLE BANCORP MONTANA, INC.

(Exact name of Registrant as Specified in its Charter)

 

 

Delaware

 

1-34682

 

27-1449820

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

         

 

1400 Prospect Avenue

Helena, Montana  

       59601
(Address of Principal Executive Offices)       (Zip Code)

     

(406) 442-3080 

Registrant’s telephone number, including area code

 

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:

 

☐

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   

 

  

 
 
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the 2017 Annual Meeting of Shareholders of Eagle Bancorp Montana, Inc. held on April 20, 2017, four proposals were submitted to the shareholders. Of 3,811,387 shares outstanding and entitled to vote at our Annual Meeting, 2,841,364 were present in person or by proxy. The proposals are described in detail in the Company’s Proxy Statement. The following is a summary of the voting results for each matter presented to the shareholders.

  

 

Proposal 1

 

Election of three directors to serve for three year terms each to serve until the 2020 annual meeting of shareholders: Larry A. Dreyer, Lynn E. Dickey, and Tanya Chemodurow. Each nominee for director was elected by a vote of the shareholders as follows:

 

   

Votes For

    

Votes Withheld

    

Broker Non-vote

  
                         

Larry A. Dreyer

     1,071,141       334,893       1,435,330  

Lynn E. Dickey

     1,330,593       75,441       1,435,330  

Tanya Chemodurow

     1,342,030       64,004       1,435,330  

    

 

Proposal 2

 

Amendment No. 2 to the 2011 Stock Incentive Plan for Directors, Officers, and Employees (see Exhibit 10.1). The proposal was approved by a vote of shareholders as follows: 

 

 

  

Votes For

    

Votes Against

       Abstentions   
                         

Approval of Amendment No. 2 to the 2011 Stock Incentive Plan for Directors, Officers, And Employees

    1,265,539       89,017       51,478  

 

                        
    Broker Non-vote                  
                         
      1,435,330                  

 

Proposal 3

 

Ratification of the appointment of Davis Kinard & Co. P.C. as independent registered public accounting firm for fiscal year 2017. The proposal was approved by a vote of shareholders as follows:

 

   

Votes For

    

Votes Against

     Abstentions  
                         

Ratification of Davis Kinard & Co., P.C. as independent registered public accountants

     2,822,507       10,897       7,960  

 

 

Proposal 4

 

The advisory vote on named executive officer compensation, as disclosed in our proxy statement, was approved by the following vote:

 

   

Votes For

    

Votes Against

    

Abstentions 

  
                         

Advisory vote on named executive officer compensation as disclosed in the proxy statement

     1,272,296       92,954       40,784  
                         
   

Broker Non-vote

                  
                         
      1,435,330                  

                              

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits. The following exhibit is filed as part of this Form 8-K:

 

Exhibit No.

Description 

     10.1

Amendment No. 2 to the 2011 Stock Incentive Plan for Directors, Officers and Employees 

 

 
 
 

  

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.

 

 

Eagle Bancorp Montana, Inc

 

Date: April 21, 2017

By:

  /s/ Laura F. Clark

 

 

 

  Laura F. Clark

 

 

 

  Senior Vice President & CFO