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): January 19, 2011
Landmark
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-20878
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43-1930755
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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701
Poyntz Avenue
Manhattan,
Kansas 66502
(Address
of principal executive offices) (Zip code)
(785)
565-2000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 19, 2011, on the recommendation of its Nominating and Corporate
Governance Committee, the board of directors (the “Board”) of Landmark Bancorp,
Inc. (the “Company”) increased the number of directors constituting the full
Board from ten to eleven, and appointed Sarah Hill-Nelson as a Class I director
to fill the resultant vacancy. Ms. Hill-Nelson was also appointed to
serve on the Company’s Audit Committee and the Nominating and Corporate
Governance Committee. As with each of the Company’s other
non-employee directors, Ms. Hill-Nelson will receive a base retainer of $1,650
per month.
Ms.
Hill-Nelson’s appointment was made in anticipation of the fact that Joseph L.
Downey, age 74, will not stand for re-election to the Board at the Company’s
2011 Annual Meeting of Stockholders on May 18, 2011 due to the Board’s
retirement policy. Subsequent to the 2011 Annual Meeting of
Stockholders the number of directors constituting the full Board will be reduced
to ten to eliminate the seat formally held by Mr. Downey.
Signature
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.
Date:
January 24, 2011
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Landmark
Bancorp, Inc.
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By:
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/s/
Mark A. Herpich
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Name:
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Mark
A. Herpich
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Title:
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Vice
President, Secretary, Treasurer and Chief Financial
Officer
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