OBNK Origin Bancorp
Filed: 30 Apr 21, 3:23pm
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 28, 2021
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
|(Address of principal executive offices including zip code)|
|(Registrant's telephone number, including area code)|
|(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 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 5.02||Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
On April 28, 2021, at the 2021 annual meeting of stockholders (the “Annual Meeting”) of Origin Bancorp, Inc. (the "Company"), the Company’s stockholders approved the Origin Bancorp, Inc. 2021 Employee Stock Purchase Plan (“ESPP”). A description of the ESPP is set forth in the Company’s proxy statement for the Annual Meeting in the section entitled "Proposal 3 - Approval of the Origin Bancorp, Inc. 2021 Employee Stock Purchase Plan," which description is incorporated herein by reference. The description is qualified in its entirety by reference to the copy of the ESPP attached hereto as Exhibit 10.1, which is also incorporated herein by reference.
|ITEM 5.07||Submission of Matters to a Vote of Security Holders|
On April 28, 2021, the Company held its Annual Meeting in a virtual meeting format. Of the 23,488,884 shares of common stock eligible to vote at the Annual Meeting, 19,867,503 shares were represented in person or by proxy, representing approximately 84.58% 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 twelve directors to serve until the 2022 annual meeting of stockholders and until their successors are elected and qualified.
|Election of directors:||For||Against||Abstain||Broker Non-Vote|
|01 James D. A'gostino, Jr.||17,687,137||47,228||723||2,132,415|
|02 James Davison, Jr.||17,507,108||226,889||1,091||2,132,415|
|03 A La'Verne Edney||17,684,971||48,894||1,223||2,132,415|
|04 Meryl Farr||17,712,208||21,683||1,197||2,132,415|
|05 Richard Gallot, Jr.||17,446,815||287,101||1,172||2,132,415|
|06 Stacey Goff||17,474,673||259,824||591||2,132,415|
|07 Michael Jones||17,400,094||334,326||668||2,132,415|
|08 Gary Luffey||17,419,839||314,581||668||2,132,415|
|09 Farrell Malone||17,686,938||47,427||723||2,132,415|
|10 Drake Mills||17,526,966||207,480||642||2,132,415|
|11 Elizabeth Solender||17,172,627||561,238||1,223||2,132,415|
|12 Steven Taylor||17,419,337||315,083||668||2,132,415|
Proposal 2 - Approve, on a non-binding advisory basis, the compensation of our named executive officers.
Proposal 3 - Approve the Origin Bancorp, Inc. 2021 Employee Stock Purchase Plan.
Proposal 4 - Ratify the appointment of BKD, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.
|ITEM 7.01||Regulation FD|
|ITEM 9.01||Financial Statements and Exhibits|
|(d)||Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K.|
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 30, 2021||ORIGIN BANCORP, INC.|
By: /s/ Stephen H. Brolly
|Stephen H. Brolly|
|Chief Financial Officer|