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EX-99.1 - PRESS RELEASE - RIVER VALLEY BANCORPrvb_8k0416ex.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  April 16, 2013
 
 
River Valley Bancorp
(Exact Name of Registrant as Specified in Its Charter)
     
     
Indiana
0-21765
35-1984567
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
   
430 Clifty Drive, P.O. Box 1590, Madison, Indiana
47250-0590
(Address of Principal Executive Offices)
(Zip Code)
 
 
(812) 273-4949
(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:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02  Results of Operations and Financial Condition.

On April 16, 2013, River Valley Bancorp issued a press release reporting its results of operations and financial condition for the first quarter ended March 31, 2013.
 
A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
 

Item 5.07.  Submission of Matters to a Vote of Security Holders
 
On April 17, 2013, the Corporation held the Annual Meeting of Shareholders pursuant to due notice. Two directors were elected to the following terms, by the following votes. Holders of a total of 1,396,892 shares were present in person or by proxy at the meeting.
 
 
Director
 
Expiration of Term
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
Fred W. Koehler
 
2016
 
837,460
 
31,867
 
527,565
 
Charles J. McKay, CPA
 
2016
 
867,240
 
2,087
 
527,565

 
The proposition described below, having received a vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to be duly adopted by the shareholders of the Corporation.
 
     
For
 
Against
 
Abstain
 
Approval and ratification of the appointment of BKD, LLP as auditors for River Valley Bancorp for the year ended December 31, 2013
 
1,359,367
 
25,762
 
11,763

 
The proposition described below, having received an advisory vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to have been adopted:
 
     
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Approval, on an advisory basis, of compensation paid to executive officers of the Corporation as disclosed in the proxy statement
 
807,727
 
53,205
 
8,395
 
527,565

 
The Corporation’s shareholders voted, on an advisory basis, on the frequency of future “say-on-pay” votes as follows:
 
   
Votes
 
 
One year
834,697
   
 
Two years
6,422
   
 
Three years
22,202
   
 
Abstain
6,006
   
 
Broker Non-Votes
527,565
   

 
At the Annual Meeting, shareholders entitled to vote (excluding broker non-votes) cast over 96% of votes in favor of holding future say-on-pay votes on an annual basis. The Corporation’s Board of Directors had recommended a vote for annual frequency of say-on-pay votes. In light of this result and other factors it considered, the Board has determined that the Corporation will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes occurs. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Corporation’s 2019 Annual Meeting of Shareholders.
 
 
 

 
 
Item 9.01  Financial Statements and Exhibits.

(d) Exhibits
 
 
Exhibit No.
 
Description
 
99.1
 
Press Release, dated April 16, 2013

 

 
 
 
 
 
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 hereto duly authorized.

Date: April 18, 2013
River Valley Bancorp
     
 
By:
/s/ Vickie L. Grimes
   
Vickie L. Grimes
   
Vice President of Finance


 
 
 
 
 
 
EXHIBIT INDEX
 

Exhibit Number
 
Exhibit Description
 
Location
99.1
 
Press Release, dated April 16, 2013
 
Attached