Business Context and Reporting Period
This Form 8-K filing by Sierra Bancorp (NASDAQ: BSRR) reports on the results of its annual meeting of shareholders held on May 27, 2020. The registrant is incorporated in California and is not an emerging growth company.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. There is no information provided in this text regarding revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The filing details the outcomes of three shareholder proposals. A total of 12,705,572 shares were represented, constituting 83.6% of the 15,190,038 issued and outstanding shares entitled to vote.
1. Election of Directors (Class I)
All four nominees were elected. The voting breakdown was as follows:
| Director Nominee | Votes For | Percent For | Votes Withheld | Percent Withheld |
|---|---|---|---|---|
| Robb Evans | 8,639,245 | 81.82% | 1,919,114 | 18.18% |
| James C. Holly | 6,225,653 | 58.96% | 4,332,706 | 41.04% |
| Lynda B. Scearcy | 8,506,660 | 80.57% | 2,051,699 | 19.43% |
| Morris A. Tharp | 8,324,912 | 78.85% | 2,233,447 | 21.15% |
Note: 2,147,213 broker non-votes were received for each nominee.
The terms of the following directors continued after the meeting: Albert L. Berra, Vonn R. Christenson, Laurence S. Dutto, Kevin J. McPhaill, and Gordon T. Woods.
2. Ratification of Independent Accountants
Shareholders ratified the appointment of Eide Bailly LLC as the independent registered public accounting firm for 2020.
- For: 12,681,524 (99.8%)
- Against: 23,623
- Abstain: 425
3. Advisory Vote on Executive Compensation
The advisory vote on executive compensation was approved.
- For: 9,376,849 (88.8%)
- Against: 1,139,346
- Abstain: 42,164
Note: 2,147,213 broker non-votes were received for this item.
Guidance, Outlook, and Risks
This filing does not provide management commentary, financial guidance, outlook, or specific risk factors. It strictly reports the procedural results of the shareholder meeting.
Key Facts for Investor Verification
- Shareholder Participation: Verify the 83.6% participation rate relative to outstanding shares.
- Director Support: Note that while all directors were elected, James C. Holly received the lowest support at 58.96%, with 41.04% of votes withheld.
- Accounting Firm: Confirm Eide Bailly LLC's role as the auditor for the 2020 fiscal year.
- Compensation Approval: Verify the 88.8% approval rate for the executive compensation advisory vote.
- Broker Non-Votes: Acknowledge the significant number of broker non-votes (2,147,213) on director and compensation proposals, which did not count toward the total votes cast for or against.