Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2022, the Board of Directors of Ohio Valley Banc Corp. ("OVBC") and
The Ohio Valley Bank Company (the "Bank") appointed Larry E. Miller as the new
Chief Executive Officer ("CEO") of OVBC and the Bank, a role previously held by
Thomas E. Wiseman, who will continue to serve as the Chairman of OVBC and the
Bank. In addition, the Board promoted Ryan J. Jones to Chief Operating Officer
("COO") of OVBC and the Bank, a role previously held by Mr. Miller.
Mr. Miller, age 58, has been President and COO of OVBC and the Bank since May
2019; and COO and Secretary of OVBC and the Bank from May 2015 to May 2019. He
has served as a member of the Board of OVBC's subsidiary, Loan Central, Inc.
since April 2000, serving as Chairman of Loan Central's Board from May 2012 to
May 2022. Mr. Jones, age 44, has been Vice President of OVBC and Senior Vice
President and Chief Risk Officer of the Bank since 2017.
OVBC issued a press release on May 19, 2022 to discuss these new officer
appointments.
Item 5.07 Submission of Matters to a Vote of Security Holders.
OVBC held its annual meeting of shareholders (the "2022 Annual Meeting") on May
18, 2022. At the close of business on March 25, 2022, there were 4,771,774
common shares outstanding and entitled to vote. At the 2022 Annual Meeting,
3,583,299, or 75.05%, of the outstanding common shares entitled to vote were
represented by proxy or in person. A summary of the proposals voted upon by the
shareholders and the final voting results for each such matter are set forth
below. The proposals are also described in detail in OVBC's Proxy Statement
filed with the SEC on April 8, 2022.
Proposal 1
The Company's shareholders elected three individuals to the Board of Directors
for a term expiring in 2025, as set forth below:
Name Votes For Votes Withheld Broker Non-Votes
Larry E. Miller II 2,671,810 76,949 834,540
Edward J. Robbins 2,481,529 267,230 834,540
K. Ryan Smith 2,657,591 91,168 834,540
Proposal 2
The Company's shareholders approved, in a non-binding vote, the compensation of
the Company's named executive officers, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
2,311,383 375,865 61,511 834,540
Proposal 3
The Company's shareholders ratified the selection of Crowe LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022, as set forth below:
Votes For Votes Against Abstentions
3,072,469 6,410 504,420
Item 9.01. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits - The following exhibit is being filed with this Current Report on
Form 8-K:
Exhibit Number Description
99.1 Press release issued by Ohio Valley Banc Corp.
on May 19, 2022.
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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