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) March 10, 2021
PEOPLES FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Mississippi
(State or Other Jurisdiction of Incorporation)
|
001-12103 (Commission File Number) |
64-0709834 (IRS Employer Identification No.) |
|
152 Lameuse Street Biloxi, MS (Address of Principal Executive Offices) |
39530 (Zip Code) |
(228) 435-5511
(Registrant’s Telephone Number, Including Area Code)
|
(Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
None |
PFBX |
None |
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 Instructions 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))
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
A Special Meeting of Shareholders of Peoples Financial Corporation was held on March 10, 2021. There were 4,878,557 shares entitled to vote at the Special Meeting. Each share of common stock entitles the holder thereof to one vote on each matter presented at the Special Meeting.
The matters voted upon and the results of the vote were:
Item 1. To amend the Articles of Incorporation of the Company to eliminate cumulative voting in the election of directors.
|
For |
3,696,697.108 | |||
|
Against |
366,749.221 | |||
|
Abstain |
11,250.922 | |||
|
Not Voted (1) |
803,859.749 | |||
|
Total Shares Outstanding |
4,878,557.000 |
|
(1) |
Includes 1 broker non-vote. |
Item 2. To amend the Articles of Incorporation of the Company to add exculpatory and indemnification provisions for directors and officers of the Company.
|
For |
2,751,704.205 | |||
|
Against |
447,493.124 | |||
|
Abstain |
18,805.922 | |||
|
Not Voted (1) |
1,660,553.749 | |||
|
Total Shares Outstanding |
4,878,557.000 |
|
(1) |
Includes 856,695 broker non-votes. |
Item 3. To approve the adjournment of the meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the meeting to approve the above proposals.
|
For |
3,540,696.265 | |||
|
Against |
507,445.446 | |||
|
Abstain |
26,555.540 | |||
|
Not Voted (1) |
803,859.749 | |||
|
Total Shares Outstanding |
4,878,557.000 |
|
(1) |
Includes 1 broker non-vote. |
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.
Dated: March 11, 2021
PEOPLES FINANCIAL CORPORATION
By: /s/ Chevis C. Swetman
Chevis C. Swetman
Chairman, President and CEO