UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 18, 2023
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(916 ) 626-5000
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 (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 by Security Holders
On May 18, 2023, the Company held its Annual Meeting; 14,760,979 shares were represented by proxies or voted at the Annual Meeting, or 85.53% of the total shares outstanding. At the Annual Meeting, shareholders elected all of the 11 director nominees named in the Company’s 2023 Proxy Statement for a one-year term until the 2024 Annual Meeting of Shareholders and to serve until his or her successor is elected and qualified; and ratified the appointment of Moss Adams LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023. Final voting results from the Annual Meeting are as follows:
Item 1 – Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Robert T. Perry Smith | 12,116,991 | 91,709 | 2,552,279 | ||||||||
| Randall E. Reynoso | 12,118,959 | 89,741 | 2,552,279 | ||||||||
| Larry E. Allbaugh | 11,836,788 | 371,912 | 2,552,279 | ||||||||
| James E. Beckwith | 12,163,106 | 45,594 | 2,552,279 | ||||||||
| Shannon Deary-Bell | 12,160,893 | 47,807 | 2,552,279 | ||||||||
| Warren P. Kashiwagi | 12,119,209 | 89,491 | 2,552,279 | ||||||||
| Donna L. Lucas | 12,166,409 | 42,291 | 2,552,279 | ||||||||
| David F. Nickum | 12,166,363 | 42,337 | 2,552,279 | ||||||||
| Kevin F. Ramos | 12,166,840 | 41,860 | 2,552,279 | ||||||||
| Judson T. Riggs | 12,166,822 | 41,878 | 2,552,279 | ||||||||
| Leigh A. White | 12,168,200 | 40,500 | 2,552,279 | ||||||||
Item 2 – Ratification of Selection of Moss Adams LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 14,673,804 | 2,868 | 84,307 | 0 | |||||||||||||||||
No other matters were submitted for shareholder action.
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.
| FIVE STAR BANCORP | ||||||||
| By: | /s/ Heather C. Luck | |||||||
| Name: Heather C. Luck | ||||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||||
| Date: May 19, 2023 | ||||||||