First Capital Inc. Reports Director/Officer Changes & Shareholder Votes

TL;DR

Board shakeup and shareholder votes at First Capital Inc.

AI Summary

First Capital, Inc. filed an 8-K on May 29, 2024, reporting events as of May 22, 2024. The filing primarily concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes the submission of matters to a vote of security holders.

Why It Matters

Changes in a company's board of directors and executive officers, along with shareholder votes, can signal shifts in strategy, governance, or operational focus.

Risk Assessment

Risk Level: medium — Changes in directors and officers, and matters submitted to a vote, can indicate internal shifts or potential strategic changes that may impact the company's future performance.

Key Players & Entities

• First Capital, Inc. (company) — Registrant
• Indiana (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share FCAP The NASDAQ Stock Mar

Filing Documents

• tm2415837d1_8k.htm (8-K) — 36KB
• 0001104659-24-066139.txt ( ) — 205KB
• fcap-20240522.xsd (EX-101.SCH) — 3KB
• fcap-20240522_lab.xml (EX-101.LAB) — 33KB
• fcap-20240522_pre.xml (EX-101.PRE) — 22KB
• tm2415837d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 22, 2024, the Board of Directors (the "Board") of First Capital, Inc. (the "Company") accepted the resignation of Michael L. Shireman from the Board. Mr. Shireman's term as a director was set to end at the 2025 annual meeting of the shareholders. Mr. Shireman did not advise the Company of any disagreement with the Company on any matter relating to its operations, polcies or practices. The Company thanks Mr. Shireman for his commitment and service to the Company. The Board appointed John Shireman to the Company's Board to fill the vacancy created by Mr. Shireman's departure. Mr. John Shireman is a Regional VP of Operations for Ascendance Truck Centers, an International Truck Dealership with 37 locations throughout the Midwest. He is 51 years old. John has worked closely with key executives at International Truck for over three decades and has served on International's Product and Systems Advisory Boards. He has owned and operated an International Truck dealership with over 130 employees. He works closely with commercial customers in the Southern Indiana community and enjoys coaching and mentoring his local employee base. He holds a Bachelor of Business and Communications from Bellarmine University. His operational, ownership, and managerial background will provide the Board with unique insights as trucking is an excellent barometer of economic health. There are no arrangements or understandings between Mr. John Shireman and any other person pursuant to which he was selected as a director and there are no related party transactions between the Company and Mr. John Shireman that would require disclosure under Item 404(a) of Regulation S-K. Mr. John Shireman will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time he will serve on the Company's Board this y

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Shareholders on May 22, 2024. Matters voted upon were: (1) election of four directors of one class of the Board to serve for three years and until the election and qualification of their successors; (2) ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; and (3) approval of a non-binding advisory vote on executive compensation. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number. The final number of votes cast for or against, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below: 1. Election of four members of one class of the Company's Board to serve for three years and until the election and qualification of their successors: Director Nominee For Against Abstentions Broker Non-Votes Kathyrn W. Ernstberger 1,237,201 132,324 3,714 1,070,621 William I. Orwick, Sr. 1,237,124 117,873 18,243 1,070,621 Jill S. Saegesser 1,276,483 91,229 5,527 1,070,621 Carolyn E. Wallace 1,246,721 91,485 35,033 1,070,621 2. Ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024. For Against Abstentions Broker Non-Votes 2,350,768 58,578 34,515 N/A 3. A non-binding advisory vote on the resolution to approve executive compensation. For Against Abstentions Broker Non-Votes 1,226,019 68,638 78,583 1,070,621 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. FIRST CAPITAL, INC. Date: May 29, 2024 By: /s/ Joshua P. Stevens Name

View Full Filing

View this 8-K filing on SEC EDGAR