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: March 19, 2019
HOMETOWN BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia |
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333-158525 |
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26-4549960 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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202 S. Jefferson Street Roanoke, Virginia |
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24011 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (540) 345-6000
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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☐ |
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)) |
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 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. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On March 19, 2019, HomeTown Bankshares Corporation (the “Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). The matters listed below were submitted to a vote of the Company’s shareholders. Set forth below are the final voting results on each such matter.
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1. |
To approve the Agreement and Plan of Reorganization, dated as of October 1, 2018, between American National Bankshares Inc. ("American National") and the Company, including the related plan of merger, pursuant to which the Company will merge into American National (the "merger"). |
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Votes For |
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Votes Against |
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Abstentions |
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3,793,874 |
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95,032 |
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8,998 |
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2. |
To approve, in a non-binding advisory vote, certain compensation that may become payable to the Company's named executive officers in connection with the merger. |
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Votes For |
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Votes Against |
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Abstentions |
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3,608,676 |
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227,553 |
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61,675 |
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3. |
To adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the merger. |
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Votes For |
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Votes Against |
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Abstentions |
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3,820,455 |
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67,866 |
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9,583 |
Item 8.01 - Other Events
On March 20, 2019, the Company and American National issued a joint press release announcing that the shareholders of both companies have approved the previously announced merger of the Company with and into American National at their respective special shareholder meetings held March 19, 2019. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
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99.1 |
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.
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HOMETOWN BANKSHARES CORPORATION |
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Date: March 20, 2019 |
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By: |
/s/ Vance W. Adkins |
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Vance W. Adkins |
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Executive Vice President and Chief Financial Officer |
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