ovly20220622_8k.htm
false 0001431567 0001431567 2022-06-21 2022-06-21
 
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: June 21, 2022
(Date of earliest event reported)
 
Oak Valley Bancorp
(Exact name of registrant as specified in its charter)
 
CA
(State or other jurisdiction
of incorporation)
001-34142
(Commission File Number)
26-2326676
(IRS Employer
Identification Number)
 
125 N. Third Ave. Oakdale, CA
(Address of principal executive offices)
95361
(Zip Code)
  
 
(209) 848-2265
(Registrant's telephone number, including area code)
 
Not Applicable
(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 Trading Symbol(s) Name of each exchange on which registered
Common Stock OVLY 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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 Annual Meeting of Stockholders held June 21, 2022, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions:
 
 
1.
To re-elect five members of the Board of Directors to serve until the expiration of their three (3) year term or until their successors are duly elected and qualified.
 
 
Number of Votes
 
     For
  
Withheld
  
Non-Votes
  
James L. Gilbert
3,494,794
  
348,808
  
2,286,377
  
             
H. Randolph Holder
3,509,772
  
333,830
  
2,286,377
  
             
Janet S. Pelton
3,492,386
  
351,216
  
2,286,377
  
       
Gary J. Strong
3,809,124
  
34,478
  
2,286,377
  
       
Danny L. Titus
3,494,716
  
348,886
  
2,286,377
  
 
 
2.         To ratify the appointment of RSM US, LLP as the Company’s registered public accounting firm, to perform audit services for the year 2022.
 
For
  
Against
  
Abstain
  
Non-Votes
  
       
6,117,235
  
2,929
  
9,815
  
0
  
 
 
3.         To amend the Company’s Bylaws to increase the number of members on the board of directors to range from eight (8) to fifteen (15).
 
For
  
Against
  
Abstain
  
Non-Votes
  
       
5,791,496
  
323,597
  
14,886
  
0
  
 
4.         To approve a non-binding advisory resolution on the compensation of the Company’s named executive officers.
 
For
  
Against
  
Abstain
  
Non-Votes
  
       
3,700,953
  
46,306
  
96,343
  
2,286,377
  
 
 
 
 
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.
 
Dated: June 23, 2022
  
 
OAK VALLEY BANCORP
   
 
By:
/s/ Jeffrey A. Gall
  
 
Jeffrey A. Gall
 
Senior Vice President, Chief Financial Officer
 
and Corporate Secretary
 
(Principal Financial Officer and duly authorized signatory)