0001602658-20-000117 8-K 1 20200527 5.07 20200528 20200528 Investar Holding Corp 0001602658 6022 271560715 LA 1231 8-K 34 001-36522 20922201 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 225-227-2222 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 8-K 1 a8-k2020votingresultsofsha.htm 8-K Document

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________

FORM 8-K
___________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 27, 2020
 

Investar Holding Corporation
(Exact name of registrant as specified in its charter)
 

 
 
 
Louisiana
001-36522
27-1560715
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
10500 Coursey Boulevard
Baton Rouge, Louisiana 70816
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (225) 227-2222
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $1.00 par value per share
ISTR
The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 



 Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Investar Holding Corporation (the “Company”), held on May 27, 2020, four proposals were submitted to a vote of security holders. Of the 10,940,021 shares of the Company’s common stock outstanding as of the record date, 8,960,852 shares were represented at the Annual Meeting.
Proposal No. 1: Election of 12 Directors
Each of the director nominees listed below was elected to serve as a member of the Company’s board of directors (the “Board”), each to serve a one-year term. The shareholders’ voting results are set forth below.
Nominee
For
Withhold
Broker Non-Votes
James M. Baker
6,782,310
38,422
2,140,120
Thomas C. Besselman, Sr.
6,723,703
97,029
2,140,120
James H. Boyce, III
6,662,080
158,652
2,140,120
Robert M. Boyce, Sr.
6,780,647
40,085
2,140,120
John J. D’Angelo
6,807,993
12,739
2,140,120
William H. Hidalgo, Sr.
6,799,179
21,553
2,140,120
Gordon H. Joffrion, III
6,789,300
31,432
2,140,120
Robert C. Jordan
6,809,382
11,350
2,140,120
David J. Lukinovich
6,784,387
36,345
2,140,120
Suzanne O. Middleton
6,807,114
13,618
2,140,120
Andrew C. Nelson, M.D.
6,807,460
13,272
2,140,120
Frank L. Walker
6,809,955
10,777
2,140,120
Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2020 Fiscal Year
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year was approved. The shareholders’ voting results are set forth below.
For
Against
Abstain
8,948,494
868
11,490

Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. The shareholders’ voting results are set forth below.

For
Against
Abstain
Broker Non-Votes
6,783,057
27,908
9,767
2,140,120

Proposal No. 4: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The shareholders approved, on an advisory basis, conducting future advisory votes on the compensation of the Company’s named executive officers annually. The shareholders’ voting results are set forth below.

Every one year
Every two years
Every three years
Abstain
Broker Non-Votes
6,657,279
8,243
155,079
131
2,140,120




After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year until the next shareholder advisory vote on the frequency of future advisory votes on executive compensation.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
INVESTAR HOLDING CORPORATION
 
 
 
 
Date: May 28, 2020
 
By:
/s/ John J. D’Angelo
 
 
 
John J. D’Angelo
 
 
 
President and Chief Executive Officer