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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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of incorporation) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
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(Former name or former address, if changed since last report)
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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: | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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. £
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Item 5.07.Submission of Matters to Vote of Security Holders.
The 2023 annual meeting of the shareholders of Embassy Bancorp, Inc. (the “Company”) was held on June 15, 2023. Notice of the meeting was mailed to shareholders of record on or about May 5, 2023, together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
The annual meeting was held (a) to elect two (2) Class 1 Directors to serve for a 3-year term and until their successors are elected and qualified; and (b) to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
1.Election of Directors
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors as Class 1 Directors, was as follows:
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Nominee | For | Withheld | Broker Non-votes |
Frank “Chip” Banko III | 4,569,687 | 313,775 | 1,416,024 |
Geoffrey F. Boyer | 4,443,758 | 439,705 | 1,416,024 |
Mr. Banko III and Mr. Boyer were elected.
2.Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:
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For | Against | Abstain | Broker Non-votes |
5,366,006 | 246,099 | 14,205 | 673,176 |
SIGNATURE
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.
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| Embassy Bancorp, Inc. | |||||
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Date: June 20, 2023 |
| By: | /s/ Judith A. Hunsicker | |||||
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| Name: | Judith A. Hunsicker | ||||
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| Title: | First Executive, Chief Operating | ||||
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| and Financial Officer | ||||
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