MIDDLEFIELD BANC CORP
false
0000836147
0000836147
2024-05-15
2024-05-15
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
May 15, 2024
(Date of Report: Date of earliest event reported)
Middlefield Banc Corp.
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation)
001-36613
(Commission File Number)
34-1585111
(I.R.S. Employer Identification Number)
15985 East High Street
Middlefield
,
Ohio
44062
(Address of principal executive offices, including zip code)
(440)
632-1666
(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 Name of each exchange
Symbol(s) on which registered
Common Stock, no par value MBCN The NASDAQ Stock Market, LLC
(NASDAQ Capital Market)
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
(s)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.
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ITEM 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2024, Middlefield Banc Corp. (the "Company") held its Annual
Meeting of Shareholders (the "Meeting"). Three proposals were voted upon at
the Meeting, which were (1) the election of four directors to serve until the
2027 annual meeting of shareholders or until their successors are elected and
qualified; (2) a
non-binding
advisory proposal to approve the compensation of Middlefield Banc Corp.'s
named executive officers; (3) ratification of the appointment of S.R.
Snodgrass, P.C. as independent auditor for the fiscal year ending December 31,
2024. The proposals are described in detail in the Proxy Statement mailed to
shareholders on or about April 5, 2024. The results of the proposals appear
below:
Proposal 1. Election of Directors for a three-year term:
Nominee Votes For Votes Broker
Withheld Non-Votes
Thomas W. Bevan 4,287,459 810,812 1,056,923
Kevin A. DiGeronimo 4,574,846 523,505 1,056,923
Jennifer L. Moeller 4,587,831 510,520 1,056,923
Ron L. Zimmerly, Jr. 4,689,424 408,927 1,056,923
Proposal 2.
Non-binding
advisory vote approving the compensation of the Company's executive officers
as disclosed in the proxy statement.
For Against Abstentions Broker
Non-Votes
4,352,976 420,151 325,223 1,056,923
Proposal 3. Ratification of the selection of S. R. Snodgrass, P. C. as
independent registered public accountants.
For Against Abstentions Broker
Non-Votes
5,868,681 225,532 61,061 0
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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.
MIDDLEFIELD BANC CORP.
Date: May 20, 2024 /s/ Ronald L. Zimmerly, Jr.
Chief Executive Officer
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