Business Context and Reporting Period
This Form 8-K filing by Landmark Bancorp, Inc. (Ticker: LARK) reports on the results of the Annual Meeting of Stockholders held on May 22, 2024, in Manhattan, Kansas. The filing details the voting outcomes for director elections, a stock incentive plan, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Voting Results
The filing discloses the final voting results for three proposals. Of the 5,473,867 shares eligible to vote, 4,174,658 shares (approximately 76.3%) were represented.
1. Election of Class II Directors
Three directors were elected to serve three-year terms expiring in 2027:
- Mark J. Kohlrus: 2,636,863 votes For; 265,453 votes Against.
- Sandra J. Moll: 2,138,909 votes For; 766,711 votes Against.
- Wayne R. Sloan: 2,750,206 votes For; 84,504 votes Against.
2. 2024 Stock Incentive Plan
The plan was approved with 1,779,328 votes For and 1,128,693 votes Against.
3. Ratification of Independent Auditor
Crowe LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2024, with 4,086,164 votes For and 73,948 votes Against.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, risk factors, or contingencies. The document is strictly limited to the disclosure of stockholder voting results.
Key Facts for Investor Verification
- Voting Participation: Approximately 76.3% of outstanding shares were represented at the meeting.
- Director Support: All three Class II director nominees received majority support, though Sandra J. Moll received a higher number of "Against" votes compared to her colleagues.
- Stock Incentive Plan: The 2024 Stock Incentive Plan was approved, but the "Against" vote (1,128,693) was significant relative to the "For" vote (1,779,328).
- Auditor Ratification: Crowe LLP received overwhelming support for the upcoming fiscal year.
- Broker Non-Votes: There were 1,248,575 broker non-votes recorded for the director elections and the stock incentive plan, which did not count toward the total votes cast for those specific proposals.