REPUBLIC BANCORP, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Shareholders on
Article IV, Section 2 of Republic's Bylaws, as-amended, now reads as follows:
SECTION 2. NUMBER, AGE AND TERM OF OFFICE. The number of directors shall be
fixed at no less than five nor more than eighteen, with a mandatory retirement
age of 72, excepting directors of record as of
This description of the amendment to Republic's Bylaws is qualified in its entirety by reference to the text of the amended and restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at Republic's Annual Meeting of Shareholders:
(1) Election of Directors;
(2) To, on an advisory basis, vote on the compensation of the Named Executive
Officers;
(3) To amend the Bylaws to increase the limitation on the maximum number of
authorized directors from fifteen to eighteen; and
(4) Ratification of
firm for the year ending December 31, 2021 .
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The final number of votes cast with respect to each matter is set out below:
(1) Election of Directors:
Votes Broker
Nominee Votes For Withheld Non Votes
35,118,327 334,525 2,163,137
(2) To, on an advisory basis, vote on the compensation of the Named Executive
Officers:
For 35,120,745
Against 294,067
Abstain 38,040Broker Non Vote 2,163,137
(3) To amend the Bylaws to increase the limitation on the maximum number of
authorized directors from fifteen to eighteen:
For 35,036,499
Against 382,093
Abstain 34,260Broker Non Vote 2,163,137
(4) Ratification of
firm for the year ending December 31, 2021 :
For 37,469,171
Against 133,060
Abstain 13,758
Broker Non Vote -
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No.
3.1 Amended and Restated Bylaws104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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