UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
| FORM | ||||||||
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 11, 2023
(Exact name of Registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
(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)) | |||||
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 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use 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 of Security Holders
On April 11, 2023, the Company's annual meeting of stockholders was held. At the meeting, the stockholders elected A. Faraz Abbasi, Blake W. Augsburger, Robert E. Bartels, Jr., Darrianne P. Christian, David M. Findlay, Michael L. Kubacki, Emily E. Pichon, Steven D. Ross, Brian J. Smith, Bradley J. Toothaker, and M Scott Welch, each with terms expiring in 2024. Additionally, the Company's stockholders approved the advisory vote on executive compensation and and the advisory vote on the frequency of advisory votes on executive compensation and ratified the selection of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2023.
The final results of voting on each of the matters submitted to a vote of security holders during the annual meeting are as follows:
| For | Abstain/Withhold | Broker Non-votes | |||||||||||||||
| A. Faraz Abbasi | 19,230,815 | 780,391 | 2,938,027 | ||||||||||||||
| Blake W. Augsburger | 16,084,380 | 3,926,826 | 2,938,027 | ||||||||||||||
| Robert E. Bartels, Jr. | 17,835,706 | 2,175,500 | 2,938,027 | ||||||||||||||
| Darrianne P. Christian | 19,210,313 | 800,893 | 2,938,027 | ||||||||||||||
| David M. Findlay | 19,453,915 | 557,291 | 2,938,027 | ||||||||||||||
| Michael L. Kubacki | 18,874,594 | 1,136,612 | 2,938,027 | ||||||||||||||
| Emily E. Pichon | 17,529,726 | 2,481,480 | 2,938,027 | ||||||||||||||
| Steven D. Ross | 18,308,003 | 1,703,203 | 2,938,027 | ||||||||||||||
| Brian J. Smith | 19,466,915 | 544,291 | 2,938,027 | ||||||||||||||
| Bradley J. Toothaker | 16,712,120 | 3,299,086 | 2,938,027 | ||||||||||||||
| M. Scott Welch | 17,419,856 | 2,591,350 | 2,938,027 | ||||||||||||||
Approval of Advisory Proposal on Executive Compensation:
| For | Against | Abstain/Withhold | Broker Non-votes | |||||||||||||||||
| 16,210,533 | 3,684,424 | 116,249 | 2,938,027 | |||||||||||||||||
Advisory Vote on the Frequency of Advisory Votes on Executive Compensation:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||
| 18,756,318 | 28,746 | 986,750 | 239,392 | |||||||||||||||||
Ratification of Crowe LLP as Independent Registered Public Accounting Firm:
| For | Against | Abstain/Withhold | Broker Non-votes | |||||||||||||||||
| 22,521,506 | 386,692 | 41,035 | ||||||||||||||||||
In light of the voting results with respect to Proposal 3, the Company has decided that it will hold a shareholder advisory vote on the compensation of the Company’s executive officers, as described in the Company’s proxy materials (a “Say-on-Pay Vote”), on an annual basis until the Company’s shareholders next vote upon the frequency with which Say-on-Pay Votes should be held.
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.
LAKELAND FINANCIAL CORPORATION
| Dated: April 12, 2023 | By: | /s/ Lisa M. O’Neill | ||||||
| Lisa M. O’Neill | ||||||||
| Executive Vice President | ||||||||
| and Chief Financial Officer | ||||||||