UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) | On April 29, 2021, Premier Financial Corp. (“Premier Financial”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 1, 2021, the voting record date, there were 37,273,303 Premier Financial common shares outstanding and entitled to vote. At the Annual Meeting, 30,073,731 shares, or 80.68%, of the outstanding common shares entitled to vote were represented by proxy or in person. | |
(b) | (i) The following directors were elected at the Annual Meeting for a three-year term to expire at the 2024 Annual Meeting of Shareholders: |
Number of Votes: | ||||||||||||
For | Withheld | Broker Non-Votes | ||||||||||
Marty E. Adams |
23,539,875 | 1,405,386 | 5,128,470 | |||||||||
Donald P. Hileman |
23,613,672 | 1,331,589 | 5,128,470 | |||||||||
Gary M. Small |
24,291,588 | 653,673 | 5,128,470 | |||||||||
Samuel S. Strausbaugh |
24,138,455 | 806,806 | 5,128,470 | |||||||||
Other directors whose terms of office continued after the Annual Meeting: |
| |||||||||||
Zahid Afzal Louis M. Altman Terri A. Bettinger John L. Bookmyer Lee Burdman Jean A. Hubbard Charles D. Niehaus Mark A. Robison Richard J. Schiraldi |
(ii) Premier Financial’s shareholders approved, in a non-binding advisory vote, Premier Financial’s executive compensation as disclosed in the proxy statement for the Annual Meeting, with final voting results as follows: |
Number of Votes: | ||||||
For |
Against |
Broker Non-Votes |
Abstain | |||
23,986,615 | 606,477 | 5,128,470 | 352,169 |
(iii) Premier Financial’s shareholders ratified the appointment of Crowe LLP as Premier Financial’s independent registered public accounting firm for the 2021 fiscal year, with final voting results as follows: | ||
Number of Votes: | ||||||
For |
Against |
Broker Non-Votes |
Abstain | |||
29,784,581 | 227,224 | — | 61,926 |
2
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.
PREMIER FINANCIAL CORP. | ||
By: | /s/ Paul D. Nungester, Jr. | |
Paul D. Nungester, Jr. | ||
Chief Financial Officer |
Date: May 3, 2021