Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) Departure of Directors
Effective as of the July 8, 2021 Annual Meeting of Shareholders, Marlene K.
Sample retired as a director of Riverview Financial Corporation (the "Company")
and Riverview Bank (the "Bank") in accordance with the terms of Riverview's
Bylaws, which does not permit the nomination of any individual as a director who
attains the age of 70 years on or before the date of the Annual Meeting.
The Board of Directors voted unanimously to eliminate the board seat previously
occupied by Mrs. Sample, and as a result, the full size of the Board will be
reduced to ten (10) members, effective as of the July 8, 2021 Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on
July 8, 2021 as an audio webcast, at which the Company's shareholders were asked
to vote on the following issues: (1) the election of three (3) Class 2 directors
to serve a three-year term ending in 2024; (2) to approve an advisory,
non-binding resolution regarding executive compensation ("Say on Pay Vote"); (3)
to approve an advisory, non-binding proposal on the frequency of future advisory
votes regarding executive compensation ("Frequency Say on Pay Vote"); and
(4) the ratification of the appointment of Crowe LLP as the independent
registered public accounting firm for the fiscal year ending December 31,
2021.
The Board of Directors approved April 16, 2021 as the Annual Meeting record date
for the determination of those shareholders that were entitled to receive notice
and vote at the Annual Meeting. As of the record date, there were 9,350,961
issued and outstanding shares of no par value common stock. A total of 6,254,396
shares of common stock were voted at the Annual Meeting either in person or by
proxy.
The following is a summary of the voting results for the matters presented to
the shareholders:
Proposal 1 - Election of Directors.
Broker
Nominee For Withheld Non-Votes
Paula M. Cherry 4,365,786 436,347 1,452,263
Joseph D. Kerwin 4,305,188 496,945 1,452,263
Timothy E. Resh 4,455,467 346,666 1,452,263
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Proposal 2 - Advisory vote regarding executive compensation ("Say on Pay").
Broker
For Against Abstain Non-Votes
4,507,016 205,605 89,512 1,452,263
Proposal 3 - Advisory vote on the frequency of future advisory votes regarding
executive compensation ("Frequency Say on Pay Vote").
One Two Broker
Year Years Three Years Abstentions Non-Votes
1,525,970 54,828 3,175,050 46,285 1,452,263
Holders of approximately 34% of the outstanding shares voted in favor of
offering future Say on Pay votes to the Company's shareholders every three
years, which was also the Board of Directors' recommendation. In light of the
shareholder votes, and upon the recommendation of its Nominating and Corporate
Governance Committee, the Board of Directors determined that future Say on Pay
votes will be presented to the shareholders every three (3) years. Thus, the
next shareholder Say on Pay vote will be presented at the Company's 2024 annual
meeting.
Proposal 4 - Ratification of the appointment of Crowe LLP as the independent
registered public accounting firm for the fiscal year ending December 31, 2021.
For Against Abstain
6,213,496 12,357 28,543
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