Investar Holding Corporation (NASDAQ:ISTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Investar Holding Corporation (NASDAQ:ISTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On May 24, 2017, the shareholders of Investar Holding Corporation
(the Company) approved the Investar Holding Corporation 2017
Long-Term Incentive Compensation Plan (the Plan) at the Companys
2017 annual meeting of shareholders. The purpose of the Plan is
to motivate high levels of performance and align the interests of
the Companys employees and directors with those of its
stockholders by giving them the perspective of an owner with an
equity stake in the Company and providing a means for recognizing
their contributions to the success of the Company.
The compensation committee of the Companys board of directors
will administer the Plan and has authority to make awards under
the Plan and to set the terms of the awards. The compensation
committee will also generally have the authority to interpret the
Plan, to establish any rules or regulations relating to the Plan
that it determines to be appropriate and to make any other
determination that it believes necessary or advisable for the
proper administration of the Plan.
The types of awards that may be granted under the Plan include
non-qualified stock options, stock appreciation rights,
restricted stock, restricted stock units, other stock-based
awards, and for officers and employees only, incentive stock
options under Section 422 of the Internal Revenue Code. The Plan
authorizes the issuance of up to 600,000 shares of common stock.
No participant may be granted in any single year awards that
relate to more than 100,000 shares of the Companys common stock,
although non-employee directors may not be granted in any single
year awards that relate to more than 30,000 shares of the
Companys common stock. Additionally, the value of other
stock-based awards that are valued in dollars and that are
scheduled to be paid out to a participant in any calendar year
cannot exceed $1,000,000.
The Plan may be amended or discontinued at any time by the
Companys board of directors, subject to the requirement that
certain amendments may not be made without shareholder approval.
No amendment or discontinuance of the Plan may materially impair
an award previously granted without the consent of the recipient.
Unless terminated sooner, no awards will be made under the Plan
after May 24, 2027.
For further information regarding the Plan, see the Companys
definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on April 24, 2017. The
information included herein relating to the Plan is qualified in
its entirety by reference to the actual terms of the Plan, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2017 Annual Meeting of Shareholders of Investar Holding
Corporation (the Company), held on May 24, 2017, two proposals
were submitted to a vote of security holders. Of the 8,805,889
shares of the Companys common stock outstanding as of the record
date, 5,727,496 shares were represented at the Annual Meeting.
Proposal No. 1: Election of 12 Directors
Each of the director nominees listed below was elected to serve
as a member of the Companys board of directors, each to serve a
one-year term. The shareholders voting results are set forth
below.
Nominee
For
Withhold
Broker Non-Votes
James M. Baker
5,727,496
Thomas C. Besselman, Sr.
5,726,883
James H. Boyce, III
5,726,482
1,014
Robert M. Boyce, Sr.
5,726,883
John J. DAngelo
5,726,883
William H. Hidalgo, Sr.
5,727,496
Gordon H. Joffrion, III
5,463,451
264,045
Robert C. Jordan
5,726,883
David J. Lukinovich
5,727,496
Suzanne O. Middleton
5,726,883
Andrew C. Nelson, M.D.
5,463,451
264,045
Carl R. Schneider, Jr.
5,726,883
Frank L. Walker
5,463,451
264,045
Proposal No. 2: Approval of the Adoption of the 2017 Long-Term
Incentive Compensation Plan
The shareholders approved the adoption of the 2017 Long-Term
Incentive Compensation Plan. The shareholders voting results are
set forth below.
For
Against
Abstain
Broker Non-Votes
5,479,517
228,877
19,102
Item 9.01 Financial Statements and Exhibits
Exhibit
Number
Description of Exhibit
10.1
Investar Holding Corporation 2017 Long-Term Incentive
Compensation Plan


About Investar Holding Corporation (NASDAQ:ISTR)

Investar Holding Corporation is financial holding company that conducts its operations through, Investar Bank (the Bank), which is a commercial bank. The Company offers a range of commercial and retail lending products throughout its market areas, including business loans to small to medium-sized businesses, as well as loans to individuals. It serves its primary markets of Baton Rouge, New Orleans, Hammond and Lafayette, Louisiana, and their surrounding metropolitan areas from its office located in Baton Rouge and from approximately 10 additional service branches. The Bank’s other banking services include cashiers’ checks, direct deposit of payroll and Social Security checks, night depository, bank-by-mail, automated teller machines with deposit automation and debit cards. The Company’s business lending products include owner-occupied commercial real estate loans, construction loans, and commercial and industrial loans, such as term loans, equipment financing and lines of credit.

Investar Holding Corporation (NASDAQ:ISTR) Recent Trading Information

Investar Holding Corporation (NASDAQ:ISTR) closed its last trading session up +0.50 at 22.40 with 8,760 shares trading hands.