Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Landmark Bancorp, Inc. on May 22, 2019, in Manhattan, Kansas. The filing details the voting results for director elections, executive compensation, and auditor ratification.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting outcomes rather than financial performance.
Material Changes and Voting Results
Approximately 92.0% of outstanding shares (4,021,066 of 4,372,116) were represented at the meeting. The material outcomes were:
- Director Elections: Three Class III directors (Patrick L. Alexander, Jim W. Lewis, and Michael E. Scheopner) were elected to three-year terms expiring in 2022. All received significant support, though broker non-votes were substantial.
- Say-on-Pay: The advisory vote on executive compensation was approved with 2,170,517 votes for and 328,721 against.
- Vote Frequency: Stockholders voted to hold the "say-on-pay" vote every three years (1,459,287 votes for 3 years vs. 1,012,895 for 1 year).
- Auditor Ratification: The appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2019, was ratified with 3,968,504 votes for and 40,651 against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to the reporting of the stockholder meeting results.
Key Facts for Investor Verification
- Verify the final composition of the Board of Directors following the election of the three Class III members.
- Confirm the implementation of the three-year frequency for future "say-on-pay" advisory votes.
- Review the definitive proxy statement filed on April 18, 2019, for details on the executive compensation package that was approved.
- Note the high volume of broker non-votes (1,489,013) on director elections and the say-on-pay frequency proposal.