People’s Bank Reports Results of Annual Shareholder’s Meeting
People's Bank of Commerce (OTCPK: PBCO) announced the results of its annual shareholder meeting on May 19, 2021. Shareholders elected all proposed directors and approved a Plan of Reorganization and Merger to establish the bank as a wholly owned subsidiary of PBCO Financial Corporation, requiring a two-thirds majority vote. The amendment to eliminate staggered board terms was also passed, leading to annual elections starting in 2022. Additionally, authorized common shares increased from 6 million to 10 million, enhancing the bank’s capital flexibility. Moss Adams, LLP was ratified as the independent auditor for the fiscal year ending December 31, 2021.
- Shareholders approved the Plan of Reorganization and Merger, facilitating growth opportunities.
- The increase in authorized common shares from 6 million to 10 million allows for strategic growth initiatives.
- The amendment to revert to annual director elections enhances governance.
- None.
People’s Bank of Commerce (OTCPK: PBCO) is pleased to announce the results of its annual shareholder’s meeting held on May 19, 2021. Several items of business were approved at the meeting, reinforcing shareholder support of the bank’s ongoing strategy.
All directors nominated to serve were elected as proposed in the 2021 proxy statement, including:
- R. Bryan Webber (term expires at 2022 annual meeting)
- Kerry Johnson (term expires at the 2023 annual meeting)
- Kurt Kaufman (term expires at the 2024 annual meeting)
- Benjamin Mackovak (term expires at the 2024 annual meeting)
- James M. Wright (term expires at the 2024 annual meeting)
Shareholders also approved the Plan of Reorganization and Merger dated March 16, 2021, pursuant to which the bank will become a wholly owned subsidiary of PBCO Financial Corporation. This item required at least two-thirds (66 2/3) affirmative votes from outstanding shares to be approved. “The bank has considered the formation of a bank holding company for several years,” commented Ken Trautman, CEO. “In light of our recent merger with Willamette Community Bank and asset growth achieved over the past year, the bank holding company will provide the bank additional growth opportunities and provide for alternatives in management of bank operations,” added Trautman. “We are in process of completing our Federal Reserve application and anticipate approval as early as the end of 3rd quarter 2021.”
A third item approved by shareholders was the Amendment to Article V of the Restated Articles of Incorporation to eliminate the current staggered board terms and to instead revert to annual election of all directors. This provision of the 2021 proxy statement will be fully implemented at the 2022 annual shareholder’s meeting when all directors will stand for re-election with annual terms.
The Amendment to Article IV of the Restate Articles of Incorporation to increase the authorized common shares from 6,000,000 to 10,000,000 also passed with a significant margin. With the recent completion of the Willamette merger, the bank had exhausted over half of the authorized shares available for issuance, which would have limited its ability to consider a stock dividend or other strategic growth initiatives, without first getting shareholder approval to increase authorized shares. This amendment will provide the bank flexibility for managing capital going forward.
Finally, shareholders also approved the ratification of Moss Adams, LLP as the bank’s independent auditor for its fiscal year ending December 31, 2021, as well as the final item of business to approve one or more adjournments of the annual meeting, if necessary. However, based on proxies received prior to the start of the annual meeting, no adjournment was necessary as all items had received the required number of positive votes.
About People’s Bank of Commerce
People’s Bank of Commerce’s stock trades on the over-the-counter market under the symbol PBCO. Additional information about the Bank is available in the investor section of the bank’s website at: www.peoplesbank.bank. Founded in 1998, People’s Bank of Commerce is the only locally owned and managed community bank in Southern Oregon. People’s Bank of Commerce is a full-service, commercial bank headquartered in Medford, Oregon with branches in Albany, Medford, Ashland, Central Point, Grants Pass, Klamath Falls, Lebanon, and Salem.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as People’s Bank or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe People’s Bank’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
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