Form 8-K SUMMIT FINANCIAL GROUP, For: May 19
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E-mailUNITED 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 19, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||||||
| incorporation or organization) | Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(304 )530-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. o
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
a.Summit Financial Group, Inc. (the “Company”) held its virtual Annual Meeting of Shareholders on May 19, 2022 for the purpose of considering and voting upon the following:
i.To elect five (5) directors to serve until the Annual Meeting in 2025;
ii.To adopt a non-binding resolution to approve the compensation of the Company’s named executive officers;
iii.To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and
iv.To transact such other business as may properly come before the Meeting.
b. The total number of shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting was 12,766,063 shares of which 10,176,002 shares voted representing 79.71%. The holders of common stock of the Company voted on three proposals. No other business was brought before the meeting.
The results of the voting, as tabulated by our Inspector of Election, Computershare, on the three proposals were as follows:
(i) Proposal 1 – To elect five (5) directors to serve until the Annual Meeting in 2025.
The following directors were elected to serve until the Annual Meeting in 2025:
| VOTES FOR | VOTES WITHHELD | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
| Oscar M. Bean | 7,930,393 | 588,291 | — | 1,664,454 | ||||||||||
| John W. Crites, II | 8,422,511 | 96,172 | — | 1,664,454 | ||||||||||
| James P. Geary, II | 6,633,404 | 1,878,144 | — | 1,664,454 | ||||||||||
| Charles S. Piccirillo | 8,145,807 | 372,877 | — | 1,664,454 | ||||||||||
| Jill S. Upson | 8,398,458 | 113,090 | — | 1,664,454 | ||||||||||
(ii) Proposal 2 – To adopt a non-binding resolution to approve the compensation of the Company’s named executive officers.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 7,798,111 | 536,115 | 177,322 | 1,664,454 | ||||||||
(iii) Proposal 3 – To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 10,068,993 | 60,635 | 46,374 | — | ||||||||
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.
| SUMMIT FINANCIAL GROUP, INC. | ||||||||||||||
| Date: May 24, 2022 | By: /s/ Julie R. Markwood | |||||||||||||
| Julie R. Markwood | ||||||||||||||
| Senior Vice President and Chief Accounting Officer | ||||||||||||||
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