TowneBank : Form 8-K Current Report
TOWN
Published on 05/19/2025 at 15:59
May 14, 2025
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Virginia 35095 54-1910608
(State or other jurisdiction of incorporation)
(FDIC Insurance Cert. No.) (IRS Employer Identification No.)
5716 High Street, Portsmouth, Virginia 23703
(Address of principal executive offices) (Zip Code)
(757) 638-7500
(Registrant's telephone number, including area code)
No Change
(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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.667 per share
TOWN
The Nasdaq Global Select Market
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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
TowneBank held its annual shareholders meeting on May 14, 2025. At the annual meeting, shareholders
(i) elected each of the eight director nominees named below; (ii) ratified the selection of Forvis Mazars, LLP, certified public accountants, as independent auditors of TowneBank for 2025; (iii) approved, on a non-binding advisory basis, the named executive officer compensation; and (iv) approved the TowneBank 2025 Stock Incentive Plan.
TowneBank's independent inspector of elections reported the vote of the shareholders as follows:
To elect eight directors:
Class III - Term Expires 2028
Number of Votes Cast
% of Votes Cast
Number of Votes Cast
% of Votes Cast
G. Robert Aston, Jr.
45,977,647
89.37%
5,466,936
10.62%
11,394,351
J. Morgan Davis
50,302,632
97.78%
1,141,951
2.21%
11,394,351
Harry T. Lester
42,636,852
82.87%
8,807,731
17.12%
11,394,351
William T. Morrison
49,898,047
96.99%
1,546,536
3.00%
11,394,351
J. Christopher Perry
50,960,412
99.05%
484,171
0.94%
11,394,351
Elizabeth W. Robertson
50,905,813
98.95%
538,770
1.04%
11,394,351
Sachin S. Shetty
50,936,072
99.01%
508,511
0.98%
11,394,351
Class II - Term Expires 2027
Frank E. Jenkins, Jr.
51,065,576
99.26%
379,007
0.73%
11,394,351
To ratify the selection of Forvis Mazars, LLP, certified public accountants, as independent auditors of the Company for 2025.
For
Against
Abstain
Broker
Non-votes
Number of % of Votes Votes
Cast Cast
Number of % of Votes Votes
Cast Cast
62,397,885 99.44%
347,723 0.55%
93,326
--
To approve, on a non-binding advisory basis, the Company's named executive officer compensation.
For
Against
Abstain
Broker
Non-votes
Number of % of Votes Votes
Cast Cast
Number of % of Votes Votes
Cast Cast
49,801,243 97.27%
1,394,618 2.72%
248,722
11,394,351
To approve the TowneBank 2025 Stock Incentive Plan.
For
Against
Abstain
Broker
Non-votes
Number of % of Votes Votes
Cast Cast
Number of % of Votes Votes
Cast Cast
50,087,756 97.64%
1,210,372 2.35%
146,455
11,394,351
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
(Registrant)
Date: May 19, 2025 By: /s/ William B. Littreal William B. Littreal
Senior Executive Vice President and Chief Financial Officer
2
Disclaimer
TowneBank published this content on May 19, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 19, 2025 at 19:58 UTC.