Pinnacle Bankshares Corporation (OTCMKTS:PPBN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 20, 2020, Pinnacle Bankshares Corporation (the Company) held its annual meeting of the Companys shareholders (the Annual Meeting). There were 1,563,922 shares of the Companys common stock outstanding on the record date and entitled to vote at Annual Meeting, and 1,002,838 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Annual Meeting. The Companys shareholders voted on the following: (i) a proposal to approve the Agreement and Plan of Reorganization, dated as of January 21, 2020, as amended on June 9, 2020, between the Company and Virginia Bank Bankshares, Inc. (Virginia Bank), including the related Plan of Merger, to which Virginia Bank will merge with and into the Company (the Merger Proposal); (ii) a proposal to amend the Companys articles of incorporation to increase the maximum size of the Companys board of directors to 18 directors (the Articles Amendment Proposal); (iii) a proposal to elect four Class II directors to serve until the 2023 annual meeting of shareholders; and (iv) a proposal to approve the adjournment of the Annual 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 Proposal or Articles Amendment Proposal (the Adjournment Proposal). The Companys shareholders approved the Merger Proposal and the Articles Amendment Proposal and elected all four Class II directors. The Adjournment Proposal was deemed to not be necessary because the Companys shareholders approved the Merger Proposal and the Articles Amendment Proposal.
The final voting results for each proposal were as follows:
Proposal No. 1 the Merger Proposal
|99.1||Joint Press Release, dated October 20, 2020|