Form 8-K UNITED SECURITY BANCSHAR For: May 18
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E-mailSECURITIES 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)
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant's Telephone Number, Including Area Code)
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:
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
On May 18, 2022 United Security Bancshares (the "Company") held its annual meeting of shareholders. A total of 13,109,937 shares were represented and voting at the meeting, constituting 76.96% of the 17,010,288 issued and outstanding shares entitled to vote at the meeting. At the annual meeting, the Company's shareholders (i) elected all 11 nominees to the Company's Board of Directors, (ii) ratified the selection of Moss Adams LLP as the Company's independent registered public accounting firm for 2022, (iii) approved a non-binding advisory vote on the compensation of the Company's named executive officers, and (iv) selected a frequency of Three Years for the non-binding advisory vote on the compensation of the Company's named executive offers. The following are the voting results of each matter submitted to the Company's shareholders at the annual meeting:
1.Election of the following 11 nominees to the Company's Board of Directors for a term of one year:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Stanley J. Cavalla | 9,365,543 | 139,235 | — | 3,605,159 | ||||||||||
| Tom Ellithorpe | 8,893,471 | 611,307 | — | 3,605,159 | ||||||||||
| Heather Hammack | 9,364,429 | 140,349 | — | 3,605,159 | ||||||||||
| Benjamin Mackovak | 9,295,362 | 209,416 | — | 3,605,159 | ||||||||||
| Nabeel Mahmood | 9,360,581 | 144,197 | — | 3,605,159 | ||||||||||
| Kenneth D. Newby | 9,366,829 | 137,949 | — | 3,605,159 | ||||||||||
| Susan Quigley | 9,364,900 | 139,878 | — | 3,605,159 | ||||||||||
| Brian Tkacz | 9,342,330 | 162,448 | — | 3,605,159 | ||||||||||
| Dora Westerlund | 9,353,821 | 150,957 | — | 3,605,159 | ||||||||||
| Dennis R. Woods | 9,027,624 | 477,154 | — | 3,605,159 | ||||||||||
| Michael T. Woolf | 9,254,669 | 250,109 | — | 3,605,159 | ||||||||||
2. Ratification of Moss Adams LLP as the Company's independent registered public accounting firm for 2022:
| For | Against | Abstain | Non-Votes | ||||||||
| 13,071,577 | 14,920 | 23,440 | — | ||||||||
3. Approval of a non-binding advisory vote on the compensation of the Company's named executive officers:
| For | Against | Abstain | Non-Votes | ||||||||
| 8,849,681 | 549,658 | 105,439 | — | ||||||||
4. Selection of the frequency for the non-binding advisory vote on the compensation of the Company's named executive officers:
| One Year | Two Years | Three Years | Abstain | Non-Votes | ||||||||||
| 2,967,239 | 456,749 | 5,881,437 | 199,353 | 3,605,159 | ||||||||||
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.
| United Security Bancshares | |||||||||||
| Date: | May 19, 2022 | By: /s/ Bhavneet Gill | |||||||||
| Bhavneet Gill | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||
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