Current Report Filing (8-k)

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 18, 2023

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

Indiana

001-38258

20-5747400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

410 Monon Boulevard
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(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:

¨	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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	MBIN	NASDAQ
Series A Preferred Stock, without par value	MBINP	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value	MBINO	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value	MBINN	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series D Preferred Stock, without par value	MBINM	NASDAQ

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

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 18, 2023. Matters voted upon by holders of the Company’s common stock were:

(1)

election of eleven (11) directors to the Company’s Board of Directors;

(2)

a non-binding, advisory vote on the compensation of the Company’s named executive officers;

(3)

a non-binding, advisory vote on the frequency of future voting on the compensation of the Company’s named executive officers; and

(4)

ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.

The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, for each matter are detailed below.

Election of eleven (11) members to the Company’s Board of Directors to serve until the Company’s 2024 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death:

Director Nominee	For		Withheld		Broker Non-Votes
Michael F. Petrie		37,570,938		490,700		1,935,412
Randall D. Rogers		37,314,943		746,695		1,935,412
Tamika D. Catchings		34,864,654		3,196,984		1,935,412
Thomas W. Dinwiddie		37,395,321		666,317		1,935,412
Michael J. Dunlap		37,586,757		474,881		1,935,412
Scott A. Evans		37,576,289		485,349		1,935,412
Sue Anne Gilroy		34,849,596		3,212,042		1,935,412
Andrew A. Juster		34,869,340		3,192,298		1,935,412
Patrick D. O’Brien		34,882,458		3,179,180		1,935,412
Anne E. Sellers		34,246,328		3,815,310		1,935,412
Davie N. Shane		34,871,809		3,189,829		1,935,412

A non-binding, advisory vote on the compensation of the Company’s named executive officers.

For				Against				Abstentions				Broker Non-Votes
	32,129,298				5,906,092				26,248				1,935,412

A non-binding, advisory vote on the frequency of future voting on the compensation of the Company’s named executive officers.

Every Year				Every Two Years				Every Three Years				Abstentions				Broker Non-Votes
	37,364,560				4,787				650,392				41,898				1,935,412

Ratification of the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.

For			Against				Abstentions				Broker Non-Votes
39,913,210				70,929				12,911			N/A

Item 8.01 Other Events.

On May 18, 2023, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:

$0.08 per share on the Company’s outstanding shares of its common stock;

$0.4375 per share on the Company’s outstanding shares of its 7% Series A preferred stock;

$15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series B preferred stock;

$15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock; and

$20.625 per share (equivalent to $0.5156 per depositary share) on the Company’s outstanding shares of its 8.25% Series D preferred stock.

Each of the dividends are payable on July 3, 2023 to shareholders of record on June 15, 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release dated May 18, 2023 issued by Merchants Bancorp.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

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.