UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted under Item 5.07 of this Current Report on Form 8-K, at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of Great Southern Bancorp, Inc. (“Bancorp”) held on May 11, 2022, Bancorp’s stockholders approved Bancorp’s 2022 Omnibus Incentive Plan (the “Plan”). A description of the Plan is contained in Bancorp’s definitive proxy statement for the 2022 Annual Meeting filed with the Securities and Exchange Commission on March 31, 2022 under the heading “Proposal III. Approval of the 2022 Omnibus Incentive Plan” and is incorporated herein by reference, and a copy of the Plan is attached to that proxy statement as Appendix A and also is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2022, Bancorp held its 2022 Annual Meeting. A quorum was present and the results of the meeting, which exclude the shares beneficially owned in excess of the 10% voting limitation in Bancorp’s charter by the persons believed by Bancorp to be subject to that limitation, are as follows:
1) Election of three directors, each for a term of three years:
| Number of Shares | ||||||||||||
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Julie Turner Brown | 8,976,142 | 366,903 | 1,500,009 | |||||||||
| Earl A. Steinert, Jr. | 6,584,004 | 2,759,041 | 1,500,009 | |||||||||
| William V. Turner | 8,980,186 | 362,859 | 1,500,009 | |||||||||
2) Advisory (non-binding) vote on executive compensation:
| Number of Shares | |||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 7,951,357 | 1,366,239 | 25,449 | 1,500,009 | ||||||||||
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
3) Approval of the Great Southern Bancorp, Inc. 2022 Omnibus Incentive Plan:
| Number of Shares | |||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 8,925,788 | 391,730 | 25,527 | 1,500,009 | ||||||||||
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
4) Ratification of the appointment of BKD, LLP as Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| Number of Shares | |||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 10,676,917 | 157,252 | 8,885 | --- | ||||||||||
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
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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.
| GREAT SOUTHERN BANCORP, INC. | ||
| Date: May 12, 2022 | By: | /s/ Joseph W. Turner |
| Joseph W. Turner, President and Chief Executive Officer | ||
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