Current Report Filing (8-k)
23 5월 2018 - 10:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
May 22, 2018
JACKSONVILLE
BANCORP, INC.
(Exact Name of Registrant as Specified in
its Charter)
Maryland
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001-34821
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36-4670835
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1211 West Morton Avenue, Jacksonville,
Illinois 62650
(Address of principal executive offices,
including zip code)
(217) 245-4111
(Registrant’s telephone number, including
area code)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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A Special Meeting of
Stockholders of Jacksonville Bancorp, Inc. (the “Company”) was held on May 22, 2018. The matters listed below were
submitted to a vote of the stockholders and the proposals are described in detail in the proxy statement filed with the Securities
and Exchange Commission on April 10, 2018. The final results of the stockholder votes are as follows:
Proposal 1 – Approval of the
Merger Agreement and Merger with CNB Bank Shares, Inc.
The stockholders approved and
adopted the Agreement and Plan of Merger between CNB Bank Shares, Inc., CNB Acquisition Inc. and Jacksonville Bancorp, Inc., dated
as of January 17, 2018, pursuant to which CNB Acquisition Inc. will merge with and into the Company, with the Company as the surviving
corporation, as well as the merger, as follows:
For
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1,376,956
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Against
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52,176
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Abstain
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8,051
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Broker non-votes
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16,022
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Proposal 2 – Approval of non-binding,
advisory resolution to approve certain compensation payable to named executive officers
The stockholders approved a non-binding,
advisory proposal to approve the compensation payable to the named executive officers of the Company in connection with the merger,
as follows:
For
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1,268,306
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Against
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102,360
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Abstain
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64,791
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Broker non-votes
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17,748
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Proposal 3 – Approval of Adjournment
of Special Meeting
The proposal to adjourn the special
meeting, if necessary, to solicit additional proxies if there were not sufficient votes present at the special meeting in person
or by proxy to approve and adopt the Agreement and Plan of Merger and the merger, was not considered by stockholders based on the
approval of Proposal 1 at the special meeting.
On May 22, 2018, the
Company announced that the stockholders of the Company approved the merger agreement and the merger at its special stockholders’
meeting held on May 22, 2018. Subject to the receipt of the required regulatory approvals and the satisfaction of customary closing
conditions, the merger is expected to close on May 31, 2018.
The press release announcing
the approval of the merger agreement and the merger by the stockholders of the Company and the anticipated closing date of the
merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial statements of businesses acquired. Not Applicable.
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(b)
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Pro forma financial information. Not Applicable.
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(c)
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Shell company transactions: Not Applicable.
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The following Exhibit is attached
as part of this report:
SIGNATURES
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.
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JACKSONVILLE
BANCORP, INC.
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DATE: May 23, 2018
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By:
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/s/ Richard A. Foss
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Richard A. Foss
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President and Chief Executive Officer
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Jacksonville Bancorp (NASDAQ:JXSB)
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Jacksonville Bancorp (NASDAQ:JXSB)
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