0001558370-19-005993.txt : 20190701 0001558370-19-005993.hdr.sgml : 20190701 20190701144932 ACCESSION NUMBER: 0001558370-19-005993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190625 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190701 DATE AS OF CHANGE: 20190701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FIRST CORP CENTRAL INDEX KEY: 0001073475 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 610912615 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33126 FILM NUMBER: 19932808 BUSINESS ADDRESS: STREET 1: 1065 ASHLEY STREET SUITE 150 CITY: BOWLING GREEN STATE: KY ZIP: 42103 BUSINESS PHONE: 2703930700 MAIL ADDRESS: STREET 1: 1065 ASHLEY STREET SUITE 150 CITY: BOWLING GREEN STATE: KY ZIP: 42103 8-K 1 f8-k.htm 8-K 8-K Vote Totals

 

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)   6/25/2019

CITIZENS FIRST CORPORATION

(Exact name of registrant as specified in its charter)

Kentucky

001-33126

61-0912615

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

 

 

1065 Ashley Street, Bowling Green, Kentucky

 

42103

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

Registrant's telephone number, including area code   (270) 393-0700

 

 

 

Not Applicable

 

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common

 

CZFC

 

NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  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))

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 5.07 Submission Of Matters To A Vote Of Security Holders.

 

A special meeting of shareholders of Citizens First Corporation was held on June 25, 2019. At the meeting, shareholders approved a merger proposal, as described below, and a non-binding advisory vote on certain merger-related compensation of the company’s executives. The votes cast on the two agenda items are set forth below:

 

1. Proposal to approve the Agreement and Plan of Reorganization dated as of February 21, 2019 between the Company, Citizens First Bank, Inc., German American Bancorp, Inc. and German American Bank:

 

 

 

Votes For
1,676,711

 

 

Votes Against
3,552

 

 

Votes Abstained
7,885

 

 

 

 

 

 

 

 

 

2. Proposal to approve, on an advisory, non-binding basis, compensation that certain executive officers of the Company will or may receive that is based on or otherwise relates to the proposed merger with German American Bancorp, Inc.:

 

 

 

Votes For
1,401,006

 

 

Votes Against
277,505

 

 

Votes Abstained
9,637

 

 

 

 

 

 

 

 

 

No other proposals were voted on at the special meeting.

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.

 

CITIZENS FIRST CORPORATION

(Registrant)

By:   /s/ M. Todd Kanipe

            M. Todd Kanipe

     President and Chief Executive Officer

 

Date: July 1, 2019