0000927089-12-000296.txt : 20121102 0000927089-12-000296.hdr.sgml : 20121102 20121102162215 ACCESSION NUMBER: 0000927089-12-000296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121029 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121102 DATE AS OF CHANGE: 20121102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN MISSOURI BANCORP INC CENTRAL INDEX KEY: 0000916907 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 431665523 STATE OF INCORPORATION: MO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23406 FILM NUMBER: 121177094 BUSINESS ADDRESS: STREET 1: 531 VINE ST CITY: POPLAR BLUFF STATE: MO ZIP: 63901 BUSINESS PHONE: 5737851421 MAIL ADDRESS: STREET 1: 531 VINE STREET CITY: POPLAR BLUFF STATE: MO ZIP: 63901 8-K 1 smbc-8k110212.htm smbc-8k110212.htm

 
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)
 
October 29, 2012
 
SOUTHERN MISSOURI BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
         
 Missouri
  
 000-23406
 
 43-1665523
  (State or other jurisdiction
of incorporation)
  
(Commission File No.)
     (IRS Employer
Identification Number)
 
         
         
 531 Vine Street, Poplar Bluff, Missouri        63901
 (Address of principal executive offices)        (Zip Code)
 
 
       
       Registrant's telephone number, including area code:    (573) 778-1800
 
      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 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
 
Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

 
 
 
 


 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
As noted under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of shareholders of Southern Missouri Bancorp, Inc. (the “Company”) held on October 29, 2012, the Company’s shareholders approved an amendment to Article III of the Company’s articles of incorporation to increase the authorized number of shares of common stock from 4,000,000 to 8,000,000.  The amendment became effective upon the filing by the Company of a certificate of amendment with the Secretary of State of the State of Missouri on November 2, 2012.  A copy of the certificate of amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
 
Item 5.07  Submission of Matters to a Vote of Security Holders
 
As noted above, on October 29, 2012, the Company held its annual meeting of shareholders.  The results of the vote at the meeting are as follows:
 
(Proposal 1)  The election of the following nominees as directors of the Company, each for a three-year term:
 
(a)
L. Douglas Bagby:
      
       
BROKER
   
FOR
WITHELD
NON-VOTES
   
2,029,063
197,331
796,090
         
(b)
Samuel H. Smith:
      
       
BROKER
   
FOR
WITHELD
NON-VOTES
   
2,029,619
196,775
796,090
         
(c)
Greg A. Steffens:
      
       
BROKER
   
FOR
WITHELD
NON-VOTES
   
2,123,194
103,200
796,090
         
         
(d)
David J. Tooley
      
       
BROKER
   
FOR
WITHELD
NON-VOTES
   
2,097,151
85,205
796,090
 
 
(Proposal 2)   Advisory (non-binding) vote to approve executive compensation:
 
         
BROKER
   
FOR
AGAINST
ABSTAIN
NON-VOTES
   
2,048,480
100,986
76,928
796,090
 
 
(Proposal 3)  Advisory (non-binding) vote on the frequency of future advisory votes to approve executive compensation:
 
 
VOTES FOR
VOTES FOR
VOTES FOR
  
BROKER
 
1 YEAR
2 YEARS
3 YEARS
ABSTAIN
NON-VOTES
 
1,825,222
184,933
139,686
76,553
796,090
 
 
 
2
 
 
 
 
 
(Proposal 4)  The approval of an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 4,000,000 to 8,000,000:
 
         
BROKER
   
FOR
AGAINST
ABSTAIN
NON-VOTES
   
2,832,436
116,294
67,154
6,600
 
 
(Proposal 5)  The ratification of the appointment of BKD, LLP as the Company’s independent auditors for the fiscal year ending June 30, 2013:
 
         
BROKER
   
FOR
AGAINST
ABSTAIN
NON-VOTES
   
2,953,834
2,813
65,837
-
 
 
On Proposal 1, each of Messrs. Bagby, Smith, Steffens and Tooley was elected for a three-year term to expire in 2015.  The vote required to approve each of Proposal 2 and Proposal 5 was the affirmative vote of a majority of the votes cast on the proposal.   Accordingly, Proposals 2 and 5 were approved.  The vote required to approve Proposal 4 was the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock.  Accordingly, Proposal 4 was approved.  On Proposal 3, the most votes were cast in favor of holding future advisory votes to approve executive compensation every year.   The Company has determined, in light of the results of the vote on Proposal 3, that the Company will hold an advisory vote to approve executive compensation every year until the next required vote on the frequency of future advisory votes on executive compensation.
 
Item 9.01 Financial Statements and Exhibits
 
The following exhibit is filed herewith:
 
 
Exhibit No.
  
Description
       
 
3.1
  
Certificate of Amendment to Articles of Incorporation
 
 
 
 
 
 
 
 
 
 
3
 
 

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.
 
 
SOUTHERN MISSOURI BANCORP, INC.
   
Date: November 2, 2012
By: /s/ Greg A. Steffens                               
Greg A. Steffens
President and Chief Executive Officer
 
 
 

 
4
 
 
 
 

EXHIBIT INDEX
 
Exhibit No.
  
Description
     
3.1
  
Certificate of Amendment to Articles of Incorporation
 

 EX-3.1 2 ex3-1.htm ex3-1.htm
CERTIFICATE OF AMENDMENT TO
 
ARTICLES OF INCORPORATION OF
 
SOUTHERN MISSOURI BANCORP, INC.
 
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certifies as follows:

 
1.
The name of the corporation is Southern Missouri Bancorp, Inc.  The corporation was originally organized under the name SMB Acquisition Bancorp, Inc. on September 16, 1998.

 
2.
The amendment set forth below was adopted by the shareholders of Southern Missouri Bancorp, Inc. on October 29, 2012.

 
3.
The amendment adopted, which affects only Article III, Section 3.1, subsection (a) of the Articles of Incorporation as follows (the remainder of said Article III is unchanged), is as follows:

 
“3.1 The Corporation shall have the authority to issue the following shares: (a) Eight million (8,000,000) shares shall be voting common stock with a par value of $0.01 per share (“Common Stock”).”

 
4.
The number of outstanding shares of Southern Missouri Bancorp, Inc. is 3,289,040 shares of common stock, all of which were entitled to vote on the amendment, and 20,000 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series A, none of which were entitled to vote on the amendment.

 
5.
The number of shares of common stock voted for the amendment was 2,832,436 and the number of shares of common stock voted against the amendment was 116,294.

 
6.
The amendment does not provide for an exchange, reclassification or cancellation of any issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of any class.

 
7.
The effective date of the amendment shall be the date of filing of this Certificate of Amendment.

[Signature page follows]


 
 
 
 


    This Certificate of Amendment has been executed as of this 2nd day of November 2012.

 
   
SOUTHERN MISSOURI BANCORP, INC.
         
         
         
   
By:
/s/ Greg A. Steffens
  
   
Name:
Greg A. Steffens
  
   
Title:
President and Chief Executive Officer
  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
2
 
 

GRAPHIC 3 blankbox.gif begin 644 blankbox.gif M1TE&.#EA$@`/`'<``"'Y!```````+``````2``\`@P````("`@,#`P@("`T- M#2DI*4Y.3E=75UM;6UQ<7(N+B____P````````````````A(``$,&$BPH,$` M"`@L6,BPH<,#"1U*;`A1X<2)%2]BC*CQ(<>.##."#/EQI,B1"TZ:+`E294L$ 4`@S(G$FS9@$$"7+JW,DSIX*``#L_ ` end