ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May 10, 2023, Middlefield Banc Corp. (the "Company") held its Annual Meeting of Shareholders (the "Meeting"). Seven proposals were voted upon at the Meeting, which were (1) the election of four directors to serve until the 2026 annual meeting of shareholders or until their successors are elected and qualified; (2) the election of one director to serve until the 2024 annual meeting of shareholders or until her successor is elected and qualified; (3) approval to amend Middlefield Banc Corp.'s Second Amended and Restated Articles of Incorporation (the "Articles") to increase the authorized number of common shares from 10,000,000 to 25,000,000; (4) approval to amend the Articles to provide for 1,000,000 authorized shares of preferred stock; (5) a non-binding advisory proposal to approve the compensation of Middlefield Banc Corp.'s named executive officers; (6) ratification of the appointment of S.R. Snodgrass, P.C. as independent auditor for the fiscal year ending December 31, 2023, (7) a proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3. The proposals are described in detail in the Proxy Statement mailed to shareholders on or about April 4, 2023.

The results of the proposals appear below:

Proposal 1. Election of Directors for a three-year term:



      Nominee           Votes For       Votes Withheld      Broker Non-Votes
Kenneth E. Jones         4,925,129              693,361               727,017
James J. McCaskey        4,908,851              709,639               727,017
Michael C. Voinovich     5,250,257              368,233               727,017
Mark R. Watkins          5,290,578              327,912               727,017

Proposal 2. Election of a Director for a one-year term:



                          For          Against      Broker Non-Votes
Jennifer L. Moeller     5,204,813       413,677               727,017

Proposal 3. Amend the Articles to increase the authorized number of common shares from 10,000,000 to 25,000,000



    For           Against        Abstentions      Broker Non-Votes
  4,951,980       1,327,915            65,612                     0


Proposal 4. Amend the Articles to provide for 1,000,000 authorized shares of
preferred stock

    For           Against        Abstentions      Broker Non-Votes
  3,514,589       2,033,786            70,115               727,017

Proposal 5. Non-binding advisory vote approving the compensation of the Company's executive officers as disclosed in the proxy statement.

For Against Abstentions Broker Non-Votes


  4,605,959       874,802           137,729               727,017

Proposal 6. Ratification of the selection of S. R. Snodgrass, P. C. as independent registered public accountants.

For Against Abstentions Broker Non-Votes


  5,960,495       264,439           120,573                     0

--------------------------------------------------------------------------------

Proposal 7. Adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3.



    For           Against        Abstentions      Broker Non-Votes
  4,864,629       1,415,702            65,176                     0

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses