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 15, 2024
OHIO VALLEY BANC CORP.
(Exact Name of Registrant as Specified in Its Charter)
000-20914
(Commission File Number)
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Ohio
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31-1359191
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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420 THIRD AVENUE, PO BOX 240
GALLIPOLIS, Ohio 45631
(Address of principal executive offices, including zip code)
(740) 446-2631
(Registrant’s telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Shares, without par value
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OVBC
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NASDAQ
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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.
Ohio Valley Banc Corp. held its annual meeting of shareholders (the “2024 Annual Meeting”) on May 15, 2024. At the close of business on March 22,
2024, there were 4,793,674 common shares outstanding and 4,790,969 entitled to vote. At the 2024 Annual Meeting, $3,843,481, or 80.22%, of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the
proposals voted upon by the shareholders and the final voting results for each such matter are set forth below. The proposals are also described in detail in the Company’s Proxy Statement filed on April 5, 2024.
Proposal 1
The Company’s shareholders elected four individuals to the Board of Directors for a term expiring in 2027, as set forth below:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Anna P. Barnitz
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3,113,135
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201,466
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528,880
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Brent R. Eastman
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3,148,049
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166,553
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528,879
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Edward B. Roberts
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3,107,733
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206,868
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528,880
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Thomas E. Wiseman
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3,025,084
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289,518
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528,879
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Proposal 2
The Company’s shareholders approved, in a non-binding vote, the compensation of the Company’s named executive officers, as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,048,706
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209,519
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56,958
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528,298
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Proposal 3
The Company’s shareholders ratified the selection of Plante & Moran PLLC as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2024, as set forth below:
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Votes For
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Votes Against
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Abstentions
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3,773,216
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19,005
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51,260
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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 thereunto duly authorized.
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OHIO VALLEY BANC CORP.
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Date: May 15, 2024
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By:
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/s/Larry E. Miller, II
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Larry E. Miller, II
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President and Chief Executive Officer
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