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 (Date of earliest event reported): August 23, 2023

RIVERVIEW BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington
000-22957
91-1838969
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

900 Washington Street, Suite 900, Vancouver, Washington
98660
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (360) 693-6650

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 Section12(b) of the Act:
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on
which registered
Common Stock, par value $0.01 per share
  
RVSB
  
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 (§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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On August 23, 2023, Riverview Bancorp, Inc. (the “Company”) and Riverview Bank’s (the “Bank”) Boards of Directors voted to amend the Company’s and the Bank’s Bylaws to decrease the size of the board from eight (8) to seven (7) members. A copy of the Company’s amended and restated Bylaws are attached hereto as Exhibit 3.2.


Item 5.07  Submission of Matters to a Vote of Security Holders
(a)
The Annual Meeting of the Riverview Bancorp, Inc. (the “Company”) was held on August 23, 2023 (“Annual Meeting”).
(b)
There were a total of 21,118,084 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 15,104,850 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposal was submitted by the Board of Directors to a vote of stockholders:

Proposal 1.  Election of Directors.  The following individuals were elected as directors:

 
FOR
  
WITHHELD
  
BROKER
NON-
VOTES
 
No. of
votes
  
Percentage
of
shares
present
  
No. of
Votes
  
Percentage
of
shares
present
  
No. of
votes
Bradley J. Carlson
14,222,053
  
94.16
    
882,797
  
5.84
  
-
Larry A. Hoff
14,921,949
  
98.79
    
182,901
  
1.21
  
-
Bess R. Wills
14,670,336
  
97.12
    
434,514
  
2.88
  
-

Based on the votes set forth above, Messrs. Carlson and Hoff and Ms. Wills were duly elected to serve as directors of the Company for a three-year term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified.

The terms of Directors Gerald L. Nies, Patricia W. Eby, Stacey A. Graham and Valerie Moreno continued.

(c) None.

Proposal 2. An advisory (non-binding) vote to approve our executive compensation.  This proposal received the following votes:

For
  
Percentage
of
shares
present
  
Against
  
Percentage
of
shares
present
  
Abstain
  
Percentage
of
shares
present
  
Broker
Non-Vote
12,763,080
  
84.5
  
1,553,516
  
10.3
  
788,254
  
5.2
  
-
Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by stockholders.





Proposal 3. An advisory (non-binding) vote to approve on how often stockholders shall vote on executive compensation.  This proposal received the following votes:

1 Year
  
Percentage
of
shares
present
  
2 Year
  
Percentage
of
shares
present
  
3 Year
  
Percentage
of
shares
present
  
Abstain
  
Percentage
of
shares
present
12,156,423
  
80.5
  
209,881
  
1.4
  
2,198,222
  
14.6
  
540,324
  
3.5
Based on the votes set forth above, the results of how often stockholders shall vote on executive compensation was approved for a frequency of 1 year.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

3.2     Amended and Restated Bylaws of Riverview Bancorp, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)










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.

 
RIVERVIEW BANCORP, INC.
 
 
 
 
Date:  August 24, 2023
/s/ David Lam                                  
 
David Lam
Executive Vice President and   
Chief Financial Officer
(Principal Financial Officer)