Summit State Bank : Form 8-K~Current Report

FEDERAL DEPOSIT INSURANCE CORPORATION

Washington, D.C. 20429

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 28, 2023

Summit State Bank

(Exact name of registrant as specified in its charter)

California	32203	94-2878925
(State or other jurisdiction of	(FDIC Certificate No.)	(IRS Employer Identification
incorporation)		Number)
500 Bicentennial Way
Santa Rosa, California		95403
(Address of principal executive offices)	(Zip Code)

[phone]

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)
Common Stock	SSBI

Name of each exchange on which

registered

NASDAQ Global Market

ii

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2023, James E. Brush retired as a member of the Board of Directors.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 28, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the California General Corporation Law (the "CGCL"), and a periodic review of the bylaws of Summit State Bank (the "Bank"), the Bank's board of directors (the "Board") approved and adopted the Bank's amended and restated bylaws (the "Amended and Restated Bylaws"), which became immediately effective.

Among other things, the Amended and Restated Bylaws:

• permit shareholder meetings to be conducted in-person and electronically, or solely by electronics means, subject to the applicable provisions of the CGCL;
• authorize the Board to adopt rules and procedures for the conduct for shareholder meetings.
• require that a shareholder soliciting proxies from other shareholders use a proxy card color other than white;
• revise the timing requirements set in forth in the advance notice bylaw provision to require that a shareholder provide notice of a director nomination to be made at an annual meeting of shareholders not earlier than 120 days and not later than 90 days before the date of the meeting; provided, if the date for the annual meeting has changed more than 30 days from the date on which the prior year's annual meeting was held, then such notice must be received not later than the 10th day following the day on which public announcement of the date of such meeting is first made;
• revise the procedures and disclosure requirements in the advance notice bylaw provision for shareholders' nominations of director candidates, including requiring certain information, representations and disclosures from a nominating shareholder and proposed nominees and requiring that proposed nominees complete a questionnaire provided by the Bank if requested;
• address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules"), such as requiring that shareholders intending to use the Universal Proxy Rules deliver a notice to the Bank certifying in writing that they will comply with the Universal Proxy Rules' requirements and to confirm that they have complied with the Universal Proxy Rules, and to provide reasonable evidence that they have so complied, at least ten days before the shareholder meeting;
• require that the nominating shareholder (or a qualified representative) and the nominating shareholder's candidate(s) be present in person at the meeting for the election of directors;

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• provide that if the election of a nominating shareholder's nominee would cause the Bank to violate the Bank's articles of incorporation, the Amended and Restated Bylaws, or any applicable law or stock exchange listing standard, then such nomination or nominations shall be disregarded; and
• add an advance notice provision for shareholder proposals requiring that a shareholder provide notice of business to be brought before an annual meeting of shareholders not earlier than 120 days and not later than 90 days before the date of the meeting; provided, if the date for the annual meeting has changed more than 30 days from the date on which the prior year's annual meeting was held, then such notice must be received not later than the 10th day following the day on which public announcement of the date of such meeting is first made.

The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The Bank expects that its 2024 annual meeting of shareholders will be held on May 27, 2024.

Item 9.01. Financial Statements and Exhibits

1. Exhibits:

Exhibit	Description
Number

10.1 Bylaws of Summit State Bank

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SUMMIT STATE BANK
Dated: August 29, 2023	By: /s/ Camille Kazarian	_

Camille Kazarian

Executive Vice President and

Chief Financial Officer (Duly Authorized Officer)

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Exhibit 10.1

Bylaws of Summit State Bank

BY-LAWS

OF

SUMMIT STATE BANK

Amended and Restated as of August 28, 2023

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