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United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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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Securities registered pursuant to Section 12(b) of the Act:
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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
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 19, 2022. Matters voted upon by holders of the Company’s common stock were:
| (1) | election of eleven (11) directors to the Company’s Board of Directors; |
| (2) | an amendment to the Company’s First Amended and Restated Articles of Incorporation to increase the number of authorized shares; and |
| (3) | ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. |
The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, for each matter are detailed below.
| 1. | Election of eleven (11) members to the Company’s Board of Directors to serve until the Company’s 2023 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death: |
| Director Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Michael F. Petrie | 37,280,019 | 444,842 | 2,043,474 | |||||||||
| Randall D. Rogers | 37,073,071 | 651,790 | 2,043,474 | |||||||||
| Tamika D. Catchings | 37,563,726 | 161,135 | 2,043,474 | |||||||||
| Thomas W. Dinwiddie | 37,235,137 | 489,724 | 2,043,474 | |||||||||
| Michael J. Dunlap | 37,269,191 | 455,670 | 2,043,474 | |||||||||
| Scott A. Evans | 37,283,678 | 441,183 | 2,043,474 | |||||||||
| Sue Anne Gilroy | 34,734,332 | 2,990,529 | 2,043,474 | |||||||||
| Andrew A. Juster | 34,974,719 | 2,750,142 | 2,043,474 | |||||||||
| Patrick D. O’Brien | 34,983,680 | 2,741,181 | 2,043,474 | |||||||||
| Anne E. Sellers | 34,730,170 | 2,994,691 | 2,043,474 | |||||||||
| Davie N. Shane | 34,970,259 | 2,754,602 | 2,043,474 | |||||||||
| 2. | An amendment to the Company’s First Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares from fifty-five million (55,000,000) to eighty million (80,000,000) and the authorized number of shares of common stock from fifty million (50,000,000) to seventy-five million (75,000,000). |
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 39,610,384 | 156,473 | 1,478 | N/A | ||||||||
| 3. | Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. |
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 39,657,913 | 108,002 | 2,420 | N/A | ||||||||
Item 8.01 Other Events.
On May 19, 2022, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:
| · | $0.07 per share on the Company’s outstanding shares of its common stock; |
| · | $0.4375 per share on the Company’s outstanding shares of its 7% Series A preferred stock; |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series B preferred stock; and |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock. |
Each of the dividends are payable on July 1, 2022 to shareholders of record on June 15, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 19, 2022 issued by Merchants Bancorp. | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. | |
SIGNATURE
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.
| MERCHANTS BANCORP | ||
| Date: May 19, 2022 | By: | /s/ Terry Oznick |
| Name: Terry Oznick | ||
| Title: General Counsel and Secretary | ||
