MainStreet Bancshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
$MNSB
Major Banks
Finance
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 23, 2025
(Exact name of Registrant as Specified in Its Charter)
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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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(Address of Principal Executive Offices)
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(Zip Code)
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(703 ) 481-4567
(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 Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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The
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interest in a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock |
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The
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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 ☐
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.
The Annual Meeting of Shareholders of the Company was held on May 21, 2025. At the 2025 Annual Meeting, the persons listed below were elected to serve as directors of the Company, each for a term of three years; the appointment by the Audit Committee of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for fiscal 2025 was ratified; a non-binding advisory vote in support of the compensation of the Named Executive Officers was approved; a non-binding advisory vote to approve the compensation of Named Executive Officers annually was approved; and a non-binding advisory vote to approve a shareholder proposal recommending the sale of the Company was not approved.
The Inspector of Election reported the vote of shareholders at the 2025 Annual Meeting as follows:
PROPOSAL 1: Election of Directors
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NAME
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FOR
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WITHHELD
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| Rafael E. DeLeon |
3,851,422
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1,489,444
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| Russell Echlov |
4,008,375
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1,332,491
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| Darrell Green |
3,274,158
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2,066,708
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| Ali Reza Manouchehri | 3,283,297 | 2,057,569 |
In addition, there were 715,902 broker non-votes for each nominee.
PROPOSAL 2: Ratify Appointment of Yount, Hyde & Barbour, P.C.
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FOR
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AGAINST
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ABSTAIN
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5,951,443
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55,345
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49,980
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PROPOSAL 3: Approval of a non-binding advisory resolution to approve the compensation of Named Executive Officers
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FOR
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AGAINST
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ABSTAIN
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4,205,867
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871,223
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263,776
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In addition, there were 715,902 broker non-votes.
PROPOSAL 4: Advisory vote on the frequency of the non-binding proposal to approve the compensation of Named Executive Officers
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1 YEAR
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2 YEAR | 3 YEAR | ABSTAIN | |||
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5,000,445
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15,622
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169,925
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154,874 |
In addition, there were 715,902 broker non-votes.
On May 21, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved holding future non-binding advisory votes on Named Executive Officer compensation annually, consistent with the recommendation of the Board of Directors and the preference of the Company's shareholders, as represented by their votes at the 2025 Annual Meeting.
PROPOSAL 5: Approval of a non-binding advisory shareholder proposal recommending the sale of the Company.
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| 1,947,599 | 3,259,034 | 134,233 |
In addition, there were 715,902 broker non-votes.
Item 8.01 Other Events.
On May 23, 2025, the Board of Directors of MainStreet Bancshares, Inc. announced the declaration of a quarterly cash dividend on the outstanding shares of the Company’s 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00per share (the “Series A Preferred Stock”). On September 15 and 25, 2020, the Company issued an aggregate of 1,150,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Series A Preferred Stock, with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents $28,750,000 in aggregate liquidation preference.
The declared cash dividend equated to approximately $0.47 per Depositary Share, or $18.75 per share of Series A Preferred Stock outstanding. The cash dividend is payable on June 30, 2025, to shareholders of record as of the close of business on June 13, 2025. When, as, and if declared by the Board of Directors, future dividend payment dates on the Series A Preferred Stock and associated Depositary Shares will be payable quarterly, in arrears, on March 30, June 30, September 30, and December 30 of each year.
The Company’s Depositary Shares trade on the Nasdaq Capital Market under the symbol “MNSBP.”
The information furnished under Item 5.07 and 8.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Exchange Act, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing to this Form 8-K.
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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MAINSTREET BANCSHARES, INC
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Date: May 23, 2025
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By:
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/s/ Thomas J. Chmelik
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Name: Thomas J. Chmelik
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Title: Chief Financial Officer
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