Gouverneur Bancorp Files 8-K on Officer/Director Changes & Shareholder Votes
Ticker: GOVB · Form: 8-K · Filed: Feb 12, 2025 · CIK: 1978811
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes, shareholder-vote
TL;DR
Gouverneur Bancorp 8-K: Leadership changes, officer appointments, and shareholder votes filed Feb 10.
AI Summary
Gouverneur Bancorp, Inc. filed an 8-K on February 12, 2025, reporting events as of February 10, 2025. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements, and submission of matters to a vote of security holders. It also includes financial statements and exhibits.
Why It Matters
This filing provides crucial updates on the company's leadership and governance, which can impact strategic direction and investor confidence.
Risk Assessment
Risk Level: low — The filing is routine corporate disclosure and does not indicate immediate financial distress or significant operational changes.
Key Players & Entities
- Gouverneur Bancorp, Inc. (company) — Registrant
- Maryland (company) — State of incorporation
- New York (company) — State of principal executive offices
FAQ
What specific officer or director positions were affected by the changes reported in this 8-K?
The filing indicates changes related to 'Departure of Directors or Certain Officers' and 'Appointment of Certain Officers', but the specific names and positions are not detailed in the provided text.
Were there any significant compensatory arrangements for officers disclosed?
The filing lists 'Compensatory Arrangements of Certain Officers' as an item covered, but the details of these arrangements are not provided in the excerpt.
What matters were submitted to a vote of security holders?
The filing states 'Submission of Matters to a Vote of Security Holders' as an item, but the specific proposals are not detailed in the provided text.
When was the earliest event reported in this Form 8-K?
The earliest event reported is dated February 10, 2025.
What is Gouverneur Bancorp, Inc.'s primary business classification?
Gouverneur Bancorp, Inc. is classified under 'SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036]'.
Filing Stats: 682 words · 3 min read · ~2 pages · Grade level 10.8 · Accepted 2025-02-12 16:32:40
Filing Documents
- tm256279d1_8k.htm (8-K) — 35KB
- 0001104659-25-012211.txt ( ) — 202KB
- tmb-20250210.xsd (EX-101.SCH) — 3KB
- tmb-20250210_lab.xml (EX-101.LAB) — 33KB
- tmb-20250210_pre.xml (EX-101.PRE) — 22KB
- tm256279d1_8k_htm.xml (XML) — 3KB
02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On February 10, 2025, the stockholders of Gouverneur Bancorp, Inc. (the "Company") approved the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan (the "Plan"). A description of the material terms of the Plan is included in the definitive proxy statement for the Company's 2025 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on January 2, 2025. A copy of the Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders . The annual meeting of the stockholders of the Company was held on February 10, 2025. The final results of the vote for each of the matters submitted to a vote of stockholders at the annual meeting are as follows: 1. The following individuals were elected as directors, each for a three-year term or until their successors are duly elected and qualified, by the following vote: FOR WITHHELD Robert W. Barlow 518,555 341,761 David C. McClure 595,664 264,652 Amy M. Rapholz 516,241 344,075 There were 78,362 broker non-votes on the proposal. 2. The Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan was approved by stockholders by the following vote: FOR AGAINST ABSTAIN 450,606 408,405 1,305 There were 78,362 broker non-votes on the proposal. 3. The appointment of Bonadio & Co., LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2025 was ratified by stockholders by the following vote: FOR AGAINST ABSTAIN 820,886 115,690 2,102 There were no broker non-votes on the proposal.
01 Financial Statements and Other Exhibits
Item 9.01 Financial Statements and Other Exhibits . (d) Exhibits Number Description 10.1 Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on January 2, 2025 (File No. 000-56605)) 104 Cover Page Interactive Data File (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 thereunto duly authorized. GOUVERNEUR BANCORP, INC. Date: February 12, 2025 By: /s/ Robert W. Barlow Robert W. Barlow President and Chief Executive Officer