f8k042314_sbfinancialgrp.htm


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): April 24, 2014 (April 23, 2014) 


                   SB FINANCIAL GROUP, INC.               
(Exact name of registrant as specified in its charter)

Ohio
 
0-13507
 
34-1395608
(State or other jurisdiction
of incorporation or organization)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
401 Clinton Street, Defiance, Ohio 43512

(Address of principal executive offices) (Zip Code)

(419) 783-8950

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

 
 

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

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of SB Financial Group, Inc. (“SB Financial”) was held on April 23, 2014, in Archbold, Ohio.  At the close of business on the record date for the Annual Meeting (February 26, 2014), a total of 4,891,780 SB Financial common shares were outstanding and entitled to vote.  A total of 3,546,584, or 72.5% of the outstanding common shares outstanding and entitled to vote, were represented in person or by proxy at the Annual Meeting.  Provided below are the final voting results for the Annual Meeting.

Proposal No. 1:

The following directors were elected at the Annual Meeting for three-year terms expiring in 2017:

   
Number of Votes
 
   
For
   
Withheld
   
Broker Non-Votes
 
Robert A. Fawcett, Jr.
    2,237,150       120,857       1,188,577  
Gaylyn J. Finn
    2,302,620       55,387       1,188,577  
Rita A. Kissner
    2,271,133       86,874       1,188,577  


Proposal No. 2:

Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 2, to ratify the appointment of BKD, LLP as the independent registered public accounting firm of SB Financial Group for the fiscal year ending December 31, 2014:

Number of Votes
 
For
   
Against
   
Broker Non-Votes
   
Abstain
 
3,501,121     18,136     --     27,327  


Proposal No. 3:

Shareholders holding a majority of the SB Financial common shares represented in person or by proxy at the Annual Meeting approved Proposal No. 3, to consider and vote upon a non-binding advisory resolution to approve the compensation of SB Financial’s named executive officers:

Number of Votes
 
For
   
Against
   
Broker Non-Votes
   
Abstain
 
2,162,223     85,219     1,188,578     110,564  

 
 

 

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.
 
 
SB FINANCIAL GROUP, INC.
 
       
Dated:  April 24, 2014  
By:
/s/ Anthony V. Cosentino  
    Anthony V. Cosentino  
   
Chief Financial Officer