Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Bank First Corp | tm2022339d1_ex99-1.htm |
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) | June 10, 2020 (June 8, 2020) |
Bank First Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402 North 8th Street, Manitowoc, WI | 54220 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (920) 652-3100 |
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:
| ¨ | 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 | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | BFC | The Nasdaq Stock Market LLC |
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 x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Bank First Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders on June 8, 2020 (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The proposal was to elect as directors the five (5) nominees named in the proxy statement to serve until the 2023 Annual Meeting of Shareholders.
| Nominee | Votes For | Vote Against | Abstentions | Broker Non-Votes |
| Donald R. Brisch | 2,728,233 | 831,835 | 0 | 1,925,375 |
| Michael P. Dempsey | 2,816,843 | 743,225 | 0 | 1,925,375 |
| Robert W. Holmes | 3,347,169 | 212,899 | 0 | 1,925,375 |
| Stephen E. Johnson | 3,250,638 | 309,430 | 0 | 1,925,375 |
| David R. Sachse | 3,292,225 | 267,843 | 0 | 1,925,375 |
Proposal 2
The proposal was to ratify the appointment of Dixon Hughes Goodman, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
| 5,460,985 | 2,199 | 22,259 | 0 |
Proposal 3
The proposal was to approve the 2020 Equity Plan of Bank First Corporation.
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
| 2,916,826 | 388,486 | 254,756 | 1,925,375 |
| Item 7.01 | Regulation FD Disclosure |
The Company made a presentation to its shareholders at the Annual Meeting of Shareholders on June 8, 2020. A copy of the presentation is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Shareholder Presentation, dated June 8, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | |||
| Date: June 10, 2020 | By: | /s/ Kevin M. LeMahieu | |
| Kevin M. LeMahieu | |||
| Chief Financial Officer | |||