Business Context and Reporting Period
This Form 8-K filing by Landmark Bancorp, Inc. (Nasdaq: LARK) reports on the results of the Annual Meeting of Stockholders held on May 18, 2022. The report was filed on May 19, 2022. The company is incorporated in Delaware and maintains its principal executive offices in Manhattan, Kansas.
Key Financial Metrics
This filing is a current report regarding corporate governance and voting results. 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 voting outcomes for three proposals submitted at the Annual Meeting. Of the 4,997,459 shares eligible to vote, 4,043,894 shares (approximately 80.9%) were represented.
1. Election of Class III Directors
Three directors were elected to serve three-year terms expiring in 2025. Notably, Patrick L. Alexander received a significant number of votes against his election compared to the other nominees.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Patrick L. Alexander | 1,648,535 | 1,104,719 | 135,501 | 1,155,139 |
| Jim W. Lewis | 2,712,376 | 169,423 | 6,956 | 1,155,139 |
| Michael E. Scheopner | 2,792,655 | 88,548 | 7,552 | 1,155,139 |
2. Say-on-Pay (Advisory Vote)
Stockholders approved the compensation of named executive officers.
- Votes For: 2,415,949
- Votes Against: 462,301
- Abstentions: 10,505
3. Ratification of Independent Auditor
Stockholders ratified the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2022.
- Votes For: 3,988,614
- Votes Against: 41,951
- Abstentions: 13,329
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a disclosure of voting results.
Key Facts for Investor Verification
- Director Election Concerns: Verify the reasons behind the high number of "Votes Against" (1,104,719) for director nominee Patrick L. Alexander, which contrasts sharply with the support for the other two nominees.
- Shareholder Engagement: Note the high participation rate of approximately 80.9% of outstanding shares.
- Auditor Continuity: Confirm that Crowe LLP remains the independent auditor for the 2022 fiscal year.
- Financial Data Source: Recognize that this document contains no financial performance data; verify financial health through recent 10-K or 10-Q filings.