Form 8-K

 

 

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 (Date of Earliest Event Reported): May 16, 2012

 

 

Plumas Bancorp

(Exact name of registrant as specified in its charter)

 

 

 

California   000-49883   75-2987096

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

35 S. Lindan Avenue, Quincy, CA   95971
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (530)283-7305

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:

 

¨ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


TABLE OF CONTENTS

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

SIGNATURES

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

(b) Resignation of Directors

On May 16, 2012, James Beckwith submitted notice of his (i) resignation as a director of Plumas Bancorp and its wholly owned subsidiary, Plumas Bank and (ii) his withdrawal as a nominee for director at the 2012 annual meeting of shareholders of Plumas Bancorp. Mr. Beckwith has cited personal and professional reasons for not being a director of Plumas Bancorp. While Mr. Beckwith was only appointed to the Board of Directors last month, Mr. Beckwith has been consulting and advising the Board for the past year on various topics. The Board wishes to thank Mr. Beckwith for his consulting services which will not be continuing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of Plumas Bancorp held on May 16, 2012, the shareholders voted on (i) the election of nine director nominees (Proposal 1), (ii) the approval of non-binding advisory vote on executive compensation (Proposal 2) and the ratification of the appointment of Crow Horwath LLP as our independent auditors for the fiscal year ending December 31, 2012 (Proposal 3). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

Proposal #1: Election of Directors

On the proposal to elect Directors of Plumas Bancorp, the Board of Director’s nominees, with the exception of Mr. Beckwith whose nomination was withdrawn, were elected as Directors of Plumas Bancorp until the 2013 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The voting results were as follows:

 

Nominee

   Votes For Nominee    Votes
Withheld or
Against
Nominee
   Abstentions    Broker Non-
Votes

Alvin G. Blickenstaff

   1,912,179    81,606    n/a    1,656,810

William E. Elliott

   1,911,815    81,970    n/a    1,656,810

Gerald W. Fletcher

   1,914,559    79,226    n/a    1,656,810

John Flournoy

   1,907,559    86,226    n/a    1,656,810

Arthur C. Grohs

   1,912,179    81,606    n/a    1,656,810

Robert J. McClintock

   1,913,815    79,970    n/a    1,656,810

Terrance J. Reeson

   1,903,693    90,092    n/a    1,656,810

Daniel E. West

   1,914,559    79,226    n/a    1,656,810


Proposal #2: Non-Binding Advisory Vote on Executive Compensation

On the proposal for the approval of non-binding advisory vote on executive compensation the voting results were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

1,894,024

   53,321    46,440    1,656,810

Proposal #3: Ratification of the Appointment of Independent Auditors

On the proposal for the ratification of the appointment of Crowe Horwath LLP as our independent auditors for the fiscal year ending December 31, 2012 the voting results were as follows:

 

For

  

Against

  

Abstain

3,628,204

   11,108    11,283


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.

 

 

Plumas Bancorp

(Registrant)

May 17, 2012   By:  

/s/ Richard L. Belstock

   

Name: Richard L. Belstock

Title: Chief Financial Officer