SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2021
Summit Financial Group, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||(Commission File Number)||(IRS Employer|
|incorporation or organization)||Identification No.)|
|300 North Main Street|| |
|(Address of principal executive offices)||(Zip Code)|
(Registrant's telephone number, including area code)
(Former name or 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 Par Value $2.50 per share||SMMF||NASDAQ Global Select Market|
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. o
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Summit Financial Group, Inc. (the “Company”) held its virtual Annual Meeting of Shareholders on May 20, 2021 for the purpose of considering and voting upon the following:
i.To elect five (5) directors to serve until the Annual Meeting in 2024;
ii.To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2021;
iii.To approve an amendment to the Summit 2014 Long-Term Incentive Plan (“LTIP”) to increase the number of shares available for issuance under the LTIP; and
iv.To transact such other business as may properly come before the Meeting.
(b) The total number of shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting was 12,986,088 shares of which 9,542,131 shares voted representing 73.48%. The holders of common stock of the Company voted on three proposals. No other business was brought before the meeting.
The results of the voting on the three proposals were as follows:
(i) Proposal 1 – To elect five (5) directors to serve until the Annual Meeting in 2024.
The following directors were elected to serve until the Annual Meeting in 2024:
|James M. Cookman ||6,809,550||1,214,836||-||1,517,745|
|Gary L. Hinkle ||6,733,050||1,291,336||-||1,517,745|
|Jason A. Kitzmiller ||7,780,775||243,611||-||1,517,745|
|H. Charles Maddy, III||7,761,644||262,742||-||1,517,745|
|Ronald B. Spencer||7,897,187||127,199||-||1,517,745|
(ii) Proposal 2 – To ratify the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
(iii) Proposal 3 – To approve an amendment to the Summit 2014 Long-Term Incentive Plan (“LTIP”) to increase the number of shares available for issuance under the LTIP.
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.
|SUMMIT FINANCIAL GROUP, INC.|
|Date: May 24, 2021|
By: /s/ Julie R. Markwood
|Julie R. Markwood|
|Senior Vice President and Chief Accounting Officer|