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 22, 2019. The company is incorporated in California and is not an emerging growth company.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's Form 10-K or 10-Q for financial performance details.
Material Changes and Voting Results
The filing details the outcomes of three shareholder proposals. A total of 13,670,136 shares were represented at the meeting, constituting 89% of the 15,327,830 issued and outstanding shares entitled to vote.
1. Election of Directors
Shareholders elected five Class II directors for two-year terms. There was no opposition to management's nominees.
| Director Nominee | For | Withheld |
|---|---|---|
| Albert L. Berra | 9,527,257 | 1,478,186 |
| Vonn R. Christenson | 9,674,333 | 1,331,110 |
| Laurence S. Dutto | 9,674,613 | 1,330,830 |
| Kevin J. McPhaill | 9,649,992 | 1,355,451 |
| Gordon T. Woods | 9,521,475 | 1,483,968 |
Note: 2,664,693 broker non-votes were received for this item. The terms of directors Robb Evans, James C. Holly, Lynda B. Scearcy, and Morris A. Tharp continued.
2. Ratification of Independent Accountants
Shareholders ratified the appointment of Vavrinek, Trine, Day & Co., LLP as the independent registered public accounting firm for 2019.
- For: 13,045,636 (95% of shares represented)
- Against: 152,838
- Abstain: 471,662
3. Advisory Vote on Executive Compensation
The advisory vote on executive compensation was approved.
- For: 9,380,579 (85% of shares represented)
- Against: 1,524,109
- Abstain: 100,755
Note: 2,664,693 broker non-votes were received for this item.
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, risk factors, or contingencies. It is strictly a report of the shareholder meeting outcomes.
Key Facts for Investor Verification
- Voting Participation: 89% of outstanding shares were represented at the annual meeting.
- Board Composition: Five new Class II directors were elected; four existing directors continued their terms.
- Auditor Approval: The independent auditor was ratified with 95% support from voting shares.
- Compensation Support: The executive compensation advisory vote passed with 85% support from voting shares.
- Broker Non-Votes: Significant broker non-votes (2,664,693 shares) occurred for the director election and compensation vote but did not affect the ratification of the auditor.