UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Emerging growth company
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Item 5.07submission of matters to a vote of security holders
The Company’s annual meeting of shareholders was held on May 22, 2024, at which time shareholders voted in favor of item 1, election of directors, item 2, ratification of appointment of RSM, and item 3, advisory vote on executive compensation. Proxies were solicited by the Company’s management pursuant to Section 14 of the Securities Exchange Act of 1934, and regulations thereunder.
A total of 11,491,732 shares were represented and voting at the meeting, constituting 78.45% of the 14,647,872 issued and outstanding shares entitled to vote at the meeting. There was no solicitation in opposition to Management’s nominees for directorship as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of shareholders. The vote on the election of the six nominees to serve as Class II directors for two-year terms was as follows:
For | Percent Votes Cast “For” | Against and Withheld | ||
James C. Holly | 8,077,235 | 91.70% | 731,357 | |
Morris A. Tharp | 7,742,544 | 87.90% | 1,066,048 | |
Kevin J. McPhaill | 8,468,717 | 96.14% | 339,875 | |
Lynda B. Scearcy | 7,963,319 | 90.40% | 845,273 | |
Susan M. Abundis | 8,431,823 | 95.72% | 376,769 | |
Michele M. Gil | 8,447,910 | 95.91% | 360,682 |
There were 2,683,140 broker non-votes received with respect to this item.
The terms of the following directors continued after the shareholders’ meeting: Albert L. Berra, Vonn R. Christenson, Ermina Karim, Julie G. Castle, Laurence S. Dutto, and Gordon T. Woods.
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024 was ratified, with the number of shares cast as follows:
For:11,263,371
Against:88,918
Abstain:139,443
The number voting “for” constituted 99.21% of the total number of shares represented and voting at the meeting with respect to proposal 2. There were no broker non-votes with respect to this item.
The advisory vote on executive compensation was approved, with the number of shares cast as follows:
For:7,082,915
Against:1,695,067
Abstain:30,610
The number voting “for” constituted 80.68% of the total number of shares represented and voting at the meeting with respect to proposal 3. There were 2,683,140 broker non-votes received with respect to this item.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIERRA BANCORP | |||
Dated: May 24, 2024 | By: | /s/ Christopher G. Treece | ||
Christopher G. Treece | ||||
Executive Vice President & | ||||
Chief Financial Officer | ||||
Document and Entity Information |
May 22, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Central Index Key | 0001130144 |
| Document Type | 8-K |
| Document Period End Date | May 22, 2024 |
| Entity File Number | 000-33063 |
| Entity Registrant Name | SIERRA BANCORP |
| Entity Incorporation, State or Country Code | CA |
| Entity Tax Identification Number | 33-0937517 |
| Entity Address, Address Line One | 86 North Main Street |
| Entity Address, City or Town | Porterville |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 93257 |
| City Area Code | 559 |
| Local Phone Number | 782-4900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, no par value |
| Trading Symbol | BSRR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |