ChoiceOne Financial Services Files 8-K

TL;DR

CHOICEONE FILES 8-K - IMPORTANT CORPORATE UPDATES RELEASED.

AI Summary

ChoiceOne Financial Services, Inc. filed an 8-K on December 13, 2024, reporting on matters submitted to a vote of security holders, Regulation FD disclosures, and financial statements. The filing pertains to events on December 12, 2024, and includes information about the company's incorporation in Michigan and its principal executive offices in Sparta, Michigan.

Why It Matters

This filing provides updates on important corporate actions and disclosures for ChoiceOne Financial Services, Inc., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — This is a routine filing of an 8-K, which typically reports on standard corporate events and disclosures without immediate, significant financial impact.

Key Players & Entities

• CHOICEONE FINANCIAL SERVICES INC (company) — Filer
• 109 East Division Sparta, Michigan 49345 (location) — Principal Executive Offices
• December 12, 2024 (date) — Earliest event reported
• December 13, 2024 (date) — Filing date

FAQ

Filing Documents

• choice8k_121324.htm (8-K) — 38KB
• choiceex991_121324.htm (EX-99.1) — 14KB
• cofsimage.jpg (GRAPHIC) — 17KB
• 0000905729-24-000172.txt ( ) — 253KB
• cofs-20241212.xsd (EX-101.SCH) — 3KB
• cofs-20241212_lab.xml (EX-101.LAB) — 33KB
• cofs-20241212_pre.xml (EX-101.PRE) — 22KB
• choice8k_121324_htm.xml (XML) — 3KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. ChoiceOne Financial Services, Inc. (" ChoiceOne ") held a special meeting of shareholders on December 12, 2024, in Sparta, Michigan (the " special meeting "), at which a quorum was present, related to the Agreement and Plan of Merger, dated as of July 25, 2024 (the " Merger Agreement "), by and between ChoiceOne and Fentura Financial, Inc. (" Fentura "), pursuant to which, subject to the terms and conditions set forth therein, Fentura will merge with and into ChoiceOne, with ChoiceOne continuing as the surviving corporation in the merger (the " Merger "). The matters submitted to shareholders at the special meeting and the voting results thereof were as follows: 1. Proposal to approve the issuance of shares of ChoiceOne common stock to shareholders of Fentura in connection with the Merger (" Proposal 1 "). This proposal was approved by the following votes: Votes for approval 5,823,344 Votes against 101,305 Abstentions 70,654 2. Proposal to approve an amendment to ChoiceOne's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 15,000,000 to 30,000,000 (" Proposal 2 "). This proposal was approved by the following votes: Votes for approval 5,769,823 Votes against 139,514 Abstentions 85,966 3. Proposal to approve the adjournment of the ChoiceOne special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposals 1 and 2 (the " Adjournment Proposal "). The Adjournment Proposal was not acted upon at the special meeting because a quorum was present, and Proposals 1 and 2 had received a sufficient number of votes for approval. For more information on each of these proposals, see the proxy statement filed by ChoiceOne with the U.S. Securities and Exchange Commission (the " SEC ") on October 22, 2024.

01

Item 7.01. Regulation FD Disclosure. On December 13, 2024, ChoiceOne issued a press release announcing the results of its special meeting of shareholders. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. -2-

Forward-Looking Statements

Forward-Looking Statements This report and its exhibits may contain forward-looking "intends," "is likely," "plans," "predicts," "projects," "may," "could," "look forward," "continue", "future" and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of ChoiceOne or Fentura with respect to the planned merger, the strategic benefits and financial benefits of the merger, including the expected impact of the proposed transaction on the combined company's future financial performance and the timing of the closing of the proposed transaction. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, ChoiceOne does not undertake any obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise. Such risks, uncertainties and assumptions, include, among others, the following: the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in a materially burdensome regulatory condition (as defined in the Merger Agreement); for either party to satisfy any of the other closing conditions to the proposed transaction on a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Exhibit 99.1 Press Release dated December 13, 2024. This Exhibit is furnished to, and not filed with, the Commission. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -5-

SIGNATURES

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. Dated: December 13, 2024 CHOICEONE FINANCIAL SERVICES, INC. (Registrant) By: /s/ Adom J. Greenland Adom J. Greenland Its Chief Financial Officer and Treasurer -6-

View Full Filing

View this 8-K filing on SEC EDGAR