LANDMARK BANCORP INC

Regulatory Filings • May 22, 2025

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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 21, 2025

Landmark Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-33203

Delaware	43-1930755
(State
or other jurisdiction of
incorporation)	(I.R.S.
Employer Identification
Number)

701 Poyntz

Manhattan , Kansas 66502

(Address of principal executive offices, including 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 |

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

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.01 Par Value | LARK | The
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 (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. ☐

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

On May 21, 2025, Landmark Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 5,778,610 shares of common stock eligible to vote at the Annual Meeting, 4,667,988 shares were represented in person or by proxy, representing approximately 80.8% 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 four Class III members of the board of directors to serve a three-year term expiring at the 2028 annual meeting of stockholders or until their successors are elected and qualified:

| Name | Votes
For | Votes
Against | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- | --- |
| Abigail
M. Wendel | 2,741,283 | 120,341 | 68,310 | 1,738,054 |
| Patrick
L. Alexander | 1,598,232 | 1,310,174 | 21,528 | 1,738,054 |
| Jim
W. Lewis | 2,879,909 | 34,702 | 15,323 | 1,738,054 |
| Tom
A. Page | 2,722,110 | 91,507 | 116,317 | 1,738,054 |

2) For the approval, on a non-binding, advisory basis, the compensation of our named executive officers (“say-on-pay”) as described in the Company’s definitive proxy statement, which was filed on April 17, 2025:

| Votes
For | Votes
Against | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- |
| 2,607,709 | 278,333 | 43,892 | 1,738,054 |

3) For the approval, on a non-binding, advisory basis, of the frequency with which we will conduct future say-on-pay proposals:

| Every
1 Year | Every
2 Years | Every
3 Years | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- | --- |
| 1,558,234 | 42,823 | 1,288,774 | 40,103 | 1,738,054 |

Based upon these results, the Company expects that it will hold a non-binding, advisory stockholder vote on executive compensation every year until the Company’s 2031 annual meeting of stockholders, when the next stockholder vote on the frequency of future advisory votes on executive compensation is required under the Securities Exchange Act of 1934, as amended.

3) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:

| Votes
For | Votes
Against | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- |
| 4,582,868 | 76,357 | 8,763 | - |

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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.

| /s/
Mark A. Herpich |
| --- |
| Mark
A. Herpich |
| Chief
Financial Officer |

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