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NWPP New Peoples Bankshares

Filed: 19 May 21, 4:15pm

 

  

 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): May 18, 2021

 

New Peoples Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

Virginia000-3341131-1804543
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

 

 67 Commerce Drive, Honaker, VA 24260
 (Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (276) 873-7000

 

N/A

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

 

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 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))

 

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

 

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
 None 

 

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.  [  ]  

 

 
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Our disclosure and analysis in Exhibit 99.1 attached to this Current Report on Form 8-K contains some forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company's Securities and Exchange Commission reports including, but not limited to, the most recent quarterly report filed on Form 10-Q, current reports filed on Form 8-K, and the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

New Peoples Bankshares, Inc. (the “Company”) held its 2021 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 18, 2021. A total of 23,922,086 shares of the Company’s Common Stock were entitled to vote as of March 24, 2021, the record date for the Annual Meeting. There were 12,237,406 shares present at the Annual Meeting in person or by proxy, and the shareholders voted on four proposals.

 

Proposal 1: Election of Directors

 

The shareholders elected three directors to serve three-year terms expiring in 2024. The three directors elected to serve the three-year terms were Joe M. Carter, Harold Lynn Keene and J. Robert Buchanan. The results of the vote were as follows:

 

Nominees Votes FOR Votes Withheld Broker Non-Votes Uncast Votes
         
Joe M. Carter 10,014,038 91,382 2,131,986 -
Harold Lynn Keene 10,003,514 101,906 2,131,986 -
J. Robert Buchanan 10,002,767 102,653 2,131,986 -

 

Proposal 2: Advisory Vote to Approve Named Executive Officers Compensation

 

The shareholders approved a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The results of the vote follow:

 

Votes FOR Votes AGAINST Votes ABSTAIN Broker Non-Votes Uncast Votes
         
9,871,356 151,091 82,973 2,131,986 -
         

Proposal 3: Determine the Frequency of Future Shareholder Votes on the Compensation of Named Executive Officers

 

The shareholders determined the frequency of future votes on the compensation of the Company’s named executive officers should be set at every three years. The results of the vote follow:

 

Votes

1 Year

 

Votes

2 Years

 

Votes

3 Years

 Votes ABSTAIN 

Broker

Non-Votes

 

 

Uncast Votes

           
1,036,281 100,883 8,915,406 52,850 2,131,986 -
           

Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The shareholders voted to ratify the Company’s Audit Committee of the Board of Directors’ appointment of Elliott Davis, LLC to serve as its independent registered public accounting firm for the year ending December 31, 2021. The results of the vote follow:

 

Votes FOR Votes AGAINST Votes ABSTAIN Uncast Votes
       
12,157,770 18,719 60,917 -
       

 

 
 

 

   
Item 8.01Other Events
    

 

On May 18, 2021, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1, and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.

 

 

 Item 9.01.    Financial Statements and Exhibits.

 

        

        (d)       Exhibits

 

 

Exhibit No. Description

 

99.1 Annual Meeting Presentation

 

 

 
 

 

 

 

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.

 

 

 NEW PEOPLES BANKSHARES, INC. 
    
Date: May 19, 2021By:  /s/ John  J. Boczar 
  John J. Boczar 
  

Executive Vice President and

Chief Financial Officer