Form DEF 14A Richmond Mutual Bancorpo For: May 19

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RICHMOND MUTUAL BANCORPORATION, INC.

31 North 9^th Street

Richmond, Indiana 47374

(765) 962-2581

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 19, 2021

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Richmond Mutual Bancorporation, Inc. will be held as follows:

31 North 9^th Street

Richmond, Indiana

(2)  Ratification of the appointment of BKD LLP as Richmond Mutual Bancorporation, Inc.’s independent registered public accounting firm for the year ending December 31, 2021.

BY ORDER OF THE BOARD OF DIRECTORS Garry D. Kleer Chairman, President and Chief Executive Officer

Richmond, Indiana

April 16, 2021

*  As part of our precautions regarding the coronavirus (COVID-19), we may impose restrictions on meeting attendees or decide to hold the meeting by means of remote communication such as live audio or webcast. We will announce any change to our annual meeting no later than May 5, 2021 via a press release, posting details on our website and filing materials with the SEC. We strongly recommend that you vote your shares in advance of the annual meeting.

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31 North 9^th Street

Richmond, Indiana 47374

(765) 962-2581

INTRODUCTION

The Board of Directors of Richmond Mutual Bancorporation, Inc. (the “Company,” “Richmond Mutual Bancorporation,” “we,” “us” or “our”) is using this proxy statement to solicit proxies from the holders of common stock of the Company for use at our upcoming annual meeting of shareholders.  The annual meeting of shareholders will be held at 9:00 a.m., Eastern Time on Wednesday, May 19, 2021, at the First Bank Richmond Financial Center located at 31 North 9^th Street, Richmond, Indiana.  Because of the coronavirus (COVID-19), we may impose restrictions on meeting attendees or decide to hold the meeting by means of remote communication such as live audio or webcast. We will announce any change to our annual meeting no later than May 5, 2021 via a press release, posting details on our website and filing materials with the SEC.  We strongly recommend that you vote your shares in advance of the annual meeting.

At the annual meeting, shareholders will be asked to vote on two proposals which are set forth in the accompanying Notice of Annual Meeting of Shareholders and are described in more detail below.  Shareholders also will consider any other matters that may properly come before the annual meeting, although the Board of Directors knows of no other business to be presented.  Certain of the information in this proxy statement relates to First Bank Richmond, a wholly owned subsidiary of the Company.

By submitting your proxy, either by executing and returning the enclosed proxy card or by voting electronically via the Internet or by telephone, you authorize the Company’s Board of Directors to represent you and vote your shares at the annual meeting in accordance with your instructions.  The Board of Directors also may vote your shares to adjourn the annual meeting from time to time and will be authorized to vote your shares at any adjournments or postponements of the annual meeting. This proxy statement and the accompanying materials are first being made available to shareholders on or about April 16, 2021.

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What is the purpose of the annual meeting?

At the annual meeting, shareholders will be asked to vote on the following proposals:

The shareholders also will transact any other business that may properly come before the annual meeting, although as of the date of this proxy statement the Board of Directors knows of no other business to be presented.  If any other proposal properly comes before the shareholders for a vote at the annual meeting, the proxy holders will vote your shares in accordance with their best judgment. Members of our management team will be present at the annual meeting to respond to appropriate questions from shareholders.

How does the Board of Directors recommend I vote on the proposals?

The Board of Directors recommends that you vote:

Who can vote at the annual meeting?

The record date for the annual meeting is March 26, 2021.  Only shareholders of record at the close of business on that date are entitled to receive notice of and to vote at the annual meeting.  The only class of stock entitled to be voted at the annual meeting is the common stock of the Company.  Each outstanding share of common stock is entitled to one vote for each matter before the annual meeting; provided, however, that pursuant to Section D of Article 5 of the Company’s charter, no shareholder who beneficially owns more than ten percent of the shares of the Company’s common stock outstanding as of that date may vote shares in excess of this limit.  At the close of business on the record date, the Company had 13,052,116 shares of common stock outstanding.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee.  As the beneficial owner, you have the right to direct your broker or nominee how to vote.

Can I attend the annual meeting?

If you are a shareholder as of the close of business on March 26, 2021, you may attend the annual meeting.  However, if you hold your shares in street name, you will need proof of ownership to be admitted to the annual meeting.  A recent brokerage statement or a letter from your bank or broker, are examples of proof of ownership.  If you want to vote your shares of Richmond Mutual Bancorporation common stock held in street name in person at the annual meeting, you must get a written proxy in your name from the broker, bank or other nominee who holds your shares.

What are the quorum and vote requirements?

The annual meeting will be held only if there is a quorum.  A quorum exists if one-third of the outstanding shares of common stock entitled to vote, represented in person or by proxy, is present at the annual meeting.  If you return valid proxy instructions or attend the annual meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting.  Broker non-votes also will be counted for purposes of determining the existence of a quorum.  A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

How many votes are required to approve the proposals?

Directors are elected by a plurality of the votes cast by Richmond Mutual Bancorporation shareholders at the annual meeting.  Votes may be cast for or withheld from a nominee.  Votes that are withheld and broker non-votes have no effect on the election of the director nominees.  Ratification of the appointment of BKD LLP requires the affirmative vote of a majority of the votes cast on the matter.  Abstentions and broker non-votes will not be counted as votes cast on these matters.  Accordingly, abstentions and broker non-votes will have no effect on ratification of the appointment of BKD LLP.

How do I vote?

Can I vote on the Internet or by telephone if I am not a registered stockholder?

If your shares are held in “street name” by a broker or other nominee, you should check the voting form used by that firm to determine whether you will be able to vote on the Internet or by telephone.

Can I change my vote after I submit my proxy?

You may revoke your proxy at any time before the vote is taken at the annual meeting.  If you are a registered shareholder, you may revoke your proxy and change your vote at any time before the polls close at the annual meeting by:

•  signing another proxy with a later date;

•  voting by telephone or on the Internet -- your latest telephone or Internet vote will be counted;

•  giving written notice of the revocation of your proxy to the Secretary of Richmond Mutual Bancorporation prior to the annual meeting; or

•  voting in person at the annual meeting.  Attendance at the annual meeting will not in and of itself constitute revocation of your proxy.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow directions received from your nominee to change those instructions.

What if I do not specify how my shares are to be voted?

If you submit an executed proxy by Internet, phone or mail but do not indicate any voting instructions, your shares will be voted:

•  FOR the election of the director nominees to the Company’s Board of Directors.

 • FOR the ratification of the appointment of BKD LLP as the Company’s independent registered public accounting firm.

What if my shares are held in “street name” by a broker?

If your shares are held in “street name” by a broker, your broker is required to vote those shares in accordance with your instructions.  If you do not give instructions to your broker, your broker nevertheless will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote your shares with respect to any “non‑discretionary” items.  In the case of non-discretionary items, the shares will be treated as “broker non-votes.” Whether an item is discretionary is determined by the exchange rules governing your broker.  You broker will forward information to you indicating how you can forward voting instructions and whether you can forward them by Internet, phone or mail.

What if my shares are held in Richmond Mutual Bancorporation’s employee stock ownership plan?

If you hold shares in the Richmond Mutual Bancorporation, Inc. Employee Stock Ownership Plan ( the “ESOP”), you will receive one proxy card that covers the shares held for you in the ESOP, as well as any other shares registered directly in your name (but not shares held beneficially through a bank, broker or other holder of record).  If you submit voting instructions for your ESOP shares via the Internet, by telephone or by mail, as described above, by 11:59 p.m. Eastern Time on May 13, 2021, the trustee of the ESOP will vote your shares as you have directed, or if no direction is given, the ESOP trustee will vote your shares “FOR” each of the proposals set forth in this proxy statement.   The ESOP trustee, subject to the exercise of its fiduciary duties, will not vote allocated shares for which no proxy card is submitted and will vote all unallocated shares held by the ESOP in the same proportion as shares for which it has received timely voting instructions.

Participants in the ESOP may attend the annual meeting. However, shares held in the ESOP may only be voted as described in this paragraph and cannot be voted at the annual meeting.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table shows, as of March 26, 2021 (the voting record date), the beneficial ownership of the Company’s common stock held by:

An asterisk (*) in the table indicates that an individual beneficially owns less than one percent of the outstanding common stock of Richmond Mutual Bancorporation.  The address of each of the beneficial owners, except where otherwise indicated, is Richmond Mutual Bancorporation’s address.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”).  As of March 26, 2021, there were 13,052,116 shares of Richmond Mutual Bancorporation common stock issued and outstanding.

PROPOSAL 1 - ELECTION OF DIRECTORS

Richmond Mutual Bancorporation’s Board of Directors is currently composed of seven members, each of whom is also a director of First Bank Richmond.  Pursuant to the Company’s charter, the directors shall be divided into three classes, as nearly equal in number as reasonably possible, with approximately one-third of the directors elected annually.

The following table sets forth certain information regarding the composition of Richmond Mutual Bancorporation’s Board of Directors, including each director’s term of office.  The Richmond Mutual Bancorporation Board of Directors, acting on the recommendation of the Corporate Governance and Nominating Committee (the “CGN Committee”), has recommended and approved the nomination of Jeffrey A. Jackson and M. Lynn Wetzel to serve as directors for a term of three years to expire at the annual meeting of shareholders to be held in 2024.

It is intended that the proxies solicited on behalf of the Richmond Mutual Bancorporation Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting “FOR” the election of each of the Company’s director nominees.  If any director nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors, acting on the recommendations of the CGN Committee, may recommend.  At this time, we know of no reason why any director nominee might be unable to serve if elected.

Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.  The Board of Directors unanimously recommends that you vote “FOR” the election of the nominees whose names appear below.

(1)  At December 31, 2020.

(2)  Includes years of service on the Board of First Bank Richmond.

(3)  If elected at the annual meeting.

Business Experience and Qualifications of Directors and Director Nominees

The business experience of each director and director nominee of Richmond Mutual Bancorporation for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each director that supports his or her service as a director are set forth below.

 

 

Director Compensation

Our directors receive compensation for their service on the boards of the Company and First Bank Richmond. The following table provides compensation information for each member of our board of directors during the year ended December 31, 2020, except for Mr. Kleer, our Chairman, President and Chief Executive Officer, whose compensation is presented in the Summary Compensation table under the caption “Executive Compensation” below.

The following table provides compensation paid to, or earned by, each non-employee member of our Board of Directors during the year ended December 31, 2020.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)(2)				All Other Compensation ($)(3)				Total ($)
E. Michael Blum			39,050				185,170				118,087				879				343,186
Harold T. Hanley, III(2)			40,000				185,170				118,087				879				344,136
Jeffrey A. Jackson			37,750				185,170				118,087				879				341,886
Lindley S. Mann			45,950				185,170				118,087				879				350,086
Kathryn Girten			39,950				185,170				118,087				879				344,086
M. Lynn Wetzel			39,900				185,170				118,087				879				344,036

In setting their compensation, our board of directors considers the significant amount of time and level of skill required for director service.  During 2020, directors of Richmond Mutual Bancorporation received an annual retainer of $12,000 for service on the Richmond Mutual Bancorporation board, with no additional fees paid for attendance at any board or committee meetings.

 

During 2020, directors of First Bank Richmond received an annual retainer of $14,500 for service on the First Bank Richmond board and $750 for each board meeting attended.  In addition, each non-employee director of First Bank Richmond received $250 for each committee meeting attended and $300 per meeting for service as Committee Chair.

 

Directors have the option to enroll in First Bank Richmond’s health insurance coverage on the same terms and conditions that are available generally to all eligible employees and are provided or reimbursed for travel and lodging and other customary out-of-pocket expenses incurred in attending industry conferences and continuing education seminars.

Board of Directors’ Meetings and Committees and Corporate Governance Matters

The Board of Directors of Richmond Mutual Bancorporation has standing Compensation, Audit, and Corporate Governance and Nominating committees.  Information regarding the functions of the Board’s committees, their present membership and the number of meetings held by each committee for the year ended December 31, 2020, is set forth below:

The Compensation Committee is comprised of Directors Wetzel (chair), Girten, Hanley and Mann, each of whom is “independent” as that term is defined for compensation committee members in the Nasdaq Marketplace Rules (the “Nasdaq Rules”). The Compensation Committee is scheduled to meet at least once a year and on an as-needed basis.  The Compensation Committee met two times during 2020.

The current members of the Audit Committee are Directors Jackson (chair), Hanley, Girten and Mann. All members of the Audit Committee, in addition to being independent as defined under Rule 4200 (a)(15) of the Nasdaq Rules, (i) meet the criteria for independence set forth in Section 10A(m)(3) of the Securities Exchange Act of 1934 and (ii) are able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement.  Additionally, Jeffrey A. Jackson has had past employment experience in finance or accounting and/or requisite professional certification in accounting that results in his financial sophistication. The Board of Directors has determined that Mr. Jackson meets the requirements adopted by the SEC for qualification as an “audit committee financial expert.”  During 2020, the Audit Committee held four meetings.

(iii)	consider and evaluate nominations from shareholders using the same criteria as all other nominations;
(iv)	annually recommend to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary; and
(v)	perform any other duties or responsibilities expressly delegated to the CGN Committee by the Board.

    The Company does not currently have a formal diversity policy. However, the Board seeks members with diverse professional backgrounds. The CGN Committee also annually reviews the requisite skills and characteristics of Board members as well as the composition of the Board as a whole when recommending nominees for the Board. The annual assessment includes a review of the skills, experience and diversity of the Board in the context of the needs of the Board.

Pursuant to the Company’s bylaws, no person 76 years of age or older is eligible for election, re-election, appointment or re-appointment to the Company’s Board of Directors.  No director who has attained the age of 76 shall continue to serve as a director beyond the annual meeting of shareholders at which his or her term as a director expires.

Nominations of persons for election to the Board of Directors may be made only by or at the direction of the Board of Directors or by any stockholder entitled to vote for the election of directors who complies with the notice procedures.  Pursuant to the Company’s bylaws, nominations for directors by shareholders must be made in writing and received by the Secretary of the Company at the Company’s principal executive offices no earlier than 120 days prior to the meeting date and no later than 90 days prior to the meeting date.  If, however, less than 100 days’ notice or public announcement of the date of the meeting is given or made to shareholders, nominations must be received by the Company not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or otherwise transmitted or the day on which public announcement of the date of the meeting was first made. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in the Company’s bylaws.

 

This description is a summary of our nominating process.  Any shareholder wishing to propose a director candidate to the Company should review and must comply in full with the procedures set forth in the Company’s charter and bylaws.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

In the ordinary course of our business, we have engaged and expect to continue engaging in ordinary banking transactions with our directors, executive officers, their immediate family members and companies in which they may have a 5% or more beneficial ownership interest, including loans to such persons. Except as set forth below, there were no transactions of this nature, the amount of which exceeded $120,000 during 2020 or 2019.

Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as First Bank Richmond, to their executive officers and directors in compliance with federal banking regulations. At December 31, 2020 and 2019, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to First Bank Richmond, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at both December 31, 2020 and 2019 and were made in compliance with federal banking regulations.

 

In connection with First Bank Richmond’s reorganization from the mutual holding company structure to the stock holding company form of organization and the Company’s related stock offering in which the Company raised gross proceeds of approximately $130.3 million, we paid KBW fees totaling approximately $1.3 million for its role as financial advisor and records agent.  The reorganization and stock offering were completed on July 1, 2019.  Harold Hanley, prior to his retirement from KBW in August 2019, was a Managing Director of KBW and was responsible for overseeing our reorganization and stock offering.  As a Managing Director of KBW, Mr. Hanley’s compensation for 2019 consisted of his base compensation plus a bonus paid in March of 2020 related to both Mr. Hanley’s performance and the firm’s overall performance during the prior year.  Base compensation and bonuses are determined by KBW’s senior management committee (of which Mr. Hanley was not a member), are subjective and are not based on any pre-determined formula. Mr. Hanley joined the boards of directors of Richmond Mutual Bancorporation and First Bank Richmond in September 2019, following his retirement from KBW.

Robin Weinert serves as Senior Vice President/Operations & Retail Banking of First Bank Richmond. Mrs. Weinert is the spouse of Dean Weinert, who serves as President of Mutual Federal, a division of First Bank Richmond.  As a result of her employment with First Bank Richmond, Mrs. Weinert received annual compensation of $457,903 in 2020, which includes the value of the shares allocated to her under the ESOP and restricted stock and stock option awards granted to Mrs. Weinert in 2020, and $149,678 in 2019.

Except as stated above, we have not entered into any transactions since January 1, 2019 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.

EXECUTIVE COMPENSATION

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(1)  Awards vests in five equal annual installments commencing on June 30, 2021.

(2)  Value is based on the $13.66 closing price of a share of Richmond Mutual Bancorporation common stock on December 31, 2020.

REPORT OF THE AUDIT COMMITTEE

The information contained in this report shall not be deemed to be “soliciting materials” or to be filed with the SEC, nor shall said information be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, notwithstanding the incorporation by reference of this proxy statement into any such filing.

The Audit Committee has reviewed and discussed the audited financial statements of Richmond Mutual Bancorporation for the year ended December 31, 2020, with management.  The Audit Committee has discussed with BKD LLP, our independent registered public accounting firm, the matters required to be discussed by the applicable  requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC with Audit Committees.

The Audit Committee has also received the written disclosures and the letter from BKD LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with BKD LLP its independence.

Based on the Audit Committee's review and discussions noted above, it recommended to the Board of Directors that Richmond Mutual Bancorporation’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC.

The foregoing report is furnished by the Audit Committee of the Board of Directors:

Jeffrey A. Jackson (Chair)

Harold T. Hanley, III

Kathryn Girten

Lindley S. Mann

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed BKD LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021 and is soliciting your ratification of that selection.

Your ratification of the Audit Committee’s selection of BKD LLP is not necessary because the Audit Committee has responsibility for selection of our independent registered public accounting firm.  However, the Audit Committee will take your vote on this proposal into consideration when selecting our independent registered public accounting firm in the future.  A representative of BKD LLP is expected to be present at the annual meeting of shareholders and will have the opportunity to make a statement or respond to any appropriate questions that shareholders may have.

The Board of Directors recommends that shareholders vote “FOR” the ratification of the appointment of BKD LLP as Richmond Mutual Bancorporation’s independent registered public accounting firm for the year ending December 31, 2021.

Principal Accountant Fees and Services

Set forth below is certain information concerning aggregate fees billed for professional services rendered by BKD LLP during the years ended December 31, 2020 and 2019.

Our Audit Committee has determined that the services provided by BKD LLP as set forth herein are compatible with maintaining BKD LLP’s independence.

Pursuant to the terms of its charter, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors. The Audit Committee must pre-approve the engagement letters and the fees to be paid to the independent auditors for all audit and permissible non-audit services to be provided by the independent auditors and consider the possible effect that any non-audit services could have on the independence of the auditors. The Audit Committee may establish pre-approval policies and procedures, as permitted by applicable law and SEC regulations and consistent with its charter for the engagement of the independent auditors to render permissible non-audit services to the Corporation, provided that any pre-approvals delegated to one or more members of the committee are reported to the committee at its next scheduled meeting. At this time, the Audit Committee has not adopted any pre-approval policies.

ADDITIONAL INFORMATION

Proxy Solicitation Costs

The Company will pay the costs of soliciting proxies.  The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company’s common stock.  In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies personally or by facsimile, telegraph or telephone, without additional compensation.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the Company’s common stock, to report to the SEC their initial ownership of Company common stock and any subsequent changes in that ownership. Specific due dates for these reports have been established by the SEC, and the Company is required to disclose in this proxy statement any late filings or failures to file.  Based solely upon a review of these reports with respect to 2020, or written representations that no Form 5 reports were required, we believe that each of those persons filed, on a timely basis, the reports required by Section 16(a) of the Exchange Act except for Director Lynn Wetzel who inadvertently filed a late Form 4 report on (i) March 11, 2020 with respect to the purchase of 5,000 shares of Company stock on March 2, 2020 and (ii) May 22, 2020 with respect to the purchase of 5,000 shares of Company stock purchased over multiple days commencing on May 6, 2020  and ending on May 12, 2020.

Shareholder Proposals for 2022 Annual Meeting

In order to be eligible for inclusion in Richmond Mutual Bancorporation’s proxy materials for next year’s annual meeting of shareholders, any shareholder proposal to take action at such meeting must be received in writing at Richmond Mutual Bancorporation’s main office at 31 North 9th Street, Richmond, Indiana 47374, no later than December 17, 2021.  Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities and Exchange Act of 1934, as amended and to the Company’s Charter and Bylaws.

In addition to the deadline and other requirements referred to above for submitting a stockholder proposal to be included in the Company’s proxy materials for its next annual meeting of shareholders, the Company’s bylaws require a separate notification to be made in order for a stockholder proposal to be eligible for presentation at the meeting, regardless of whether the proposal is included in the Company’s proxy materials for the meeting.  In order to be eligible for presentation at the Company’s next annual meeting of shareholders, written notice of a stockholder proposal containing the information specified in Article I, Section 6 of the Company’s bylaws must be received by the Secretary of the Company not earlier than the close of business on January 19, 2022 and not later than the close of business on February 18, 2022.  If, however, the date of the next annual meeting is before April 29, 2022 or after July 18, 2022, the notice of the stockholder proposal must instead be received by the Company’s Secretary not earlier than the close of business on the 120^th day prior to the date of the next annual meeting and not later than the close of business on the later of the 90^th day before the date of the next annual meeting or the tenth day following the first to occur on the day on which notice of the date of the next annual meeting is mailed or otherwise transmitted or the day on which public announcement of the date of the next annual meeting is first made by the Company.

Form 10-K

This proxy statement is accompanied by a copy of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (excluding exhibits).  We encourage you to read the Form 10-K.  It includes information on our operations, products and services, as well as our audited financial statements.  Although the Annual Report is being provided to shareholders with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated into this proxy statement by reference.  To request a copy of the 10-K, including the financial statements and schedules, as filed with the Securities and Exchange Commission, call or write to: Donald Benziger, Executive Vice President and Chief Financial Officer, Richmond Mutual Bancorporation, Inc., 31 North 9th Street, Richmond, Indiana 47374; Telephone No. (765) 962-2581.  Alternatively, copies of these documents may be obtained from our website, www.firstbankrichmond.com, by clicking on the "Investor Relations” link located at the bottom of our home page.

Other Matters

We are not aware of any business to come before the annual meeting other than those matters described in this proxy statement.  However, if any other matter should properly come before the meeting, it is intended that holders of the proxies will act in accordance with their best judgment.

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