LANDMARK BANCORP INC

Regulatory Filings • May 23, 2019

8-K 1 form8-k.htm

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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): May 22, 2019

Landmark Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-33203	43-1930755
(State
or other jurisdiction of incorporation)	(Commission File
Number)	(I.R.S.
Employer Identification
No.)

701 Poyntz Avenue

Manhattan, Kansas 66502

(Address of principal executive offices) (Zip code)

(785) 565-2000

(Registrant’s telephone number, including area code)

N/A

(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 ( see General Instruction A.2. below):

| [ ] | 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)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class: | Trading
Symbol(s) | Name
of exchange on which registered: |
| --- | --- | --- |
| Common
Stock, par value $0.01 per share | LARK | Nasdaq
Global Market |

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. [ ]

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

On May 22, 2019, Landmark Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 4,372,116 shares of common stock eligible to vote at the Annual Meeting, 4,021,066 shares were represented in person or by proxy, representing approximately 92.0% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:

1) Election of three Class III members of the board of directors to serve a three-year term expiring in 2022:

| Name | Votes
For | Votes
Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Patrick
L. Alexander | 2,451,587 | 63,850 | 16,616 | 1,489,013 |
| Jim
W. Lewis | 2,487,468 | 34,199 | 10,386 | 1,489,013 |
| Michael
E. Scheopner | 2,482,500 | 34,973 | 14,580 | 1,489,013 |

2) Approval, in a non-binding, advisory vote, of the compensation of our named executive officers (“say-on-pay”) disclosed in the Company’s definitive proxy statement, which was filed on April 18, 2019:

| Votes
For | Votes
Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 2,170,517 | 328,721 | 32,815 | 1,489,013 |

3) Approval, in a non-binding, advisory vote, of the frequency for which “say-on-pay” stockholder votes will be held:

| 1
Year | 2
Years | 3
Years | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 1,012,895 | 31,564 | 1,459,287 | 28,307 | 1,489,013 |

Based upon these results, and consistent with the board of directors’ previous recommendation, the Company will continue to hold the “say-on-pay” vote every three years.

4) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019:

| Votes
For | Votes
Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 3,968,504 | 40,651 | 11,911 | - |

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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.

| Date:
May 23, 2019 | |
| --- | --- |
| By: | /s/
Mark A. Herpich |
| Name: | Mark
A. Herpich |
| Title: | Vice
President, Secretary, Treasurer and Chief
Financial Officer |

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