Form 8-K/A date of report 04-26-23 true 0001132651 0001132651 2023-04-26 2023-04-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A (Amendment No. 1)
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
April 26, 2023
 
Date of Report (Date of Earliest Event Reported)
 
AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Iowa 0-32637 42-1039071
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
 
405 Fifth Street
Ames, Iowa 50010
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (515) 232-6251
 
NOT APPLICABLE
(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
Name of each exchange on which registered
Common stock
ATLO
NASDAQ Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company   ☐
 
If an emerging growth company, indicate by checkmark 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.   ☐
 
 
 
 
Explanatory Note
 
This Amendment to Current Report on Form 8-K (the “Amendment”) amends the Current Report on Form 8-K filed by Ames National Corporation (the “Company”) on April 28, 2023 (the “Original Report”) to disclose the results of voting at the Annual Meeting of Shareholders held on April 26, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision as to the frequency of future shareholder advisory votes regarding the compensation of the Company’s named executive officers. Except as set forth herein, no modifications have been made to the Original Report.
 
Item 5.07 Submission of Matters to a Vote of Shareholders
 
As previously disclosed in the Original Report, the Company’s shareholders approved at the Annual Meeting, on an advisory basis, holding future advisory votes on executive compensation every third year. On May 10, 2023, the Board of Directors of the Company reviewed the results of the shareholder advisory vote on frequency and approved holding shareholder advisory votes on executive compensation every three years, with the next shareholder advisory vote on executive compensation scheduled for the Annual Meeting of Shareholders to be held in 2026.
 
 
 
 
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.
 
AMES NATIONAL CORPORATION
Date: May 12, 2023
By:
/s/ John P. Nelson
John P. Nelson, Chief Executive Officer and President
 
 
 
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