OBNK Origin Bancorp
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 22, 2020
ORIGIN BANCORP, INC.
(Exact name of Registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File No.)||(I.R.S. Employer Identification No.)|
500 South Service Road East
Ruston, Louisiana 71270
Ruston, Louisiana 71270
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 class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $5.00 per share||OBNK||Nasdaq Global Select Market|
|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. ¨
|ITEM 5.07||Submission of Matters to a Vote of Security Holders|
On April 22, 2020, Origin Bancorp, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") in a virtual meeting format. Of the 23,510,945 shares of common stock eligible to vote at the Annual Meeting, 19,627,114 shares were represented in person or by proxy, representing approximately 83.48% of the outstanding shares as of the record date for the Annual Meeting. The final voting results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:
Proposal 1 - Elect four directors to serve until the annual meeting of stockholders for the year in which his or her term expires and until their successors are elected and qualified.
|Election of directors:||For||Against||Abstain||Broker Non-Vote|
|01 James D. Agostino, Jr.||15,781,796||231,422||71,988||3,541,908|
|02 Michael Jones||15,564,076||446,553||74,577||3,541,908|
|03 Farrell Malone||15,781,791||231,422||71,993||3,541,908|
|04 F. Ronnie Myrick||15,955,601||126,106||3,499||3,541,908|
Proposal 2 - Advisory vote to approve the compensation of our named executive officers.
Proposal 3 - Advisory vote to indicate the preferred frequency of a stockholder advisory vote on the compensation of our named executive officers.
|1 Year||2 Years||3 Years||Abstain||Broker Non-Vote|
Proposal 4 - Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020:
Proposal 5 - Approve an amendment to our Restated Articles of Incorporation to provide for the annual election of directors.
Proposal 6 - Approve an amendment to our Restated Articles of Incorporation to allow directors to be removed with or without cause.
Proposal 7 - Approve an amendment to our Restated Articles of Incorporation to eliminate supermajority voting requirements and replace them with majority voting standards.
Proposal 8 - Approve an amendment to our Restated Articles of Incorporation to remove provisions requiring our Bylaws to be amended by not less than two-thirds of directors then holding office, subject to a two-thirds vote of the stockholders to change or repeal our Bylaws.
Proposal 9 - Approve the amendment and restatement of our Charter to provide for immaterial modifications.
|ITEM 9.01||Financial Statements and Exhibits|
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 thereunto duly authorized.
|Dated:||April 28, 2020||ORIGIN BANCORP, INC.|
By: /s/ Stephen H. Brolly
|Stephen H. Brolly|
|Chief Financial Officer|