0001437749-24-017264 8-K 14 20240515 5.07 20240516 20240516 Investar Holding Corp 0001602658 6022 02 Finance 271560715 LA 1231 8-K 34 001-36522 24955033 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 225-227-2222 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 8-K 1 istr20240509_8k.htm FORM 8-K false 0001602658 0001602658 2024-05-15 2024-05-15 -------------------------------------------------------------------------------- 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 15, 2024 -------------------------------------------------------------------------------- Investar Holding Corporation (Exact name of registrant as specified in its charter) -------------------------------------------------------------------------------- Louisiana 001-36522 27-1560715 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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: ? 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: Name of each exchange on which Title of each class Trading Symbol(s) 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 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Investar Holding Corporation (the “Company”), held on May 15, 2024, three proposals were submitted to a vote of security holders. Of the 9,781,946 shares of the Company’s common stock outstanding as of the record date, 7,586,399 shares were represented at the Annual Meeting. Proposal No. 1: Election of 11 Directors Each of the director nominees listed below was elected to serve as a member of the Company’s board of directors, each to serve a one-year term. The shareholders’ voting results are set forth below. Nominee For Withhold Broker Non-Votes John J. D’Angelo 5,764,816 216,539 1,605,044 Anita M. Fontenot 5,769,421 211,934 1,605,044 William H. Hidalgo, Sr. 5,747,984 233,371 1,605,044 Rose J. Hudson 5,489,649 491,706 1,605,044 Gordon H. Joffrion, III 5,750,661 230,694 1,605,044 Robert Chris Jordan 5,619,729 361,626 1,605,044 Julio A. Melara 5,627,436 353,919 1,605,044 Suzanne O. Middleton 5,582,819 398,536 1,605,044 Andrew C. Nelson, M.D. 5,051,291 930,064 1,605,044 Frank L. Walker 5,758,960 222,395 1,605,044 James E. Yegge, M.D. 5,552,335 429,020 1,605,044 Proposal No. 2: Ratification of the Appointment of Horne LLP as the Company’s Independent Registered Public Accounting Firm for the 2024 Fiscal Year The proposal to ratify the appointment of Horne LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved. The shareholders’ voting results are set forth below. For Against Abstain 7,343,141 218,229 25,029 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 5,398,870 553,817 28,668 1,605,044 -------------------------------------------------------------------------------- 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 16, 2024 By: /s/ John J. D’Angelo John J. D’Angelo President and Chief Executive Officer