Landmark Bancorp, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Landmark Bancorp, Inc. invites stockholders to its virtual 2024 Annual Meeting on May 22, 2024, to vote on director elections, stock incentive plan, and auditor ratification.</b>

AI Summary

LANDMARK BANCORP INC (LARK) filed a Proxy Statement (DEF 14A) with the SEC on April 18, 2024. The annual meeting of stockholders for Landmark Bancorp, Inc. will be held virtually on Wednesday, May 22, 2024, at 2:00 p.m. Stockholders can attend, vote electronically, and submit questions online via live webcast at https://meetnow.global/MNHJYVJ. Three incumbent Class II directors have been nominated for election. Stockholders will vote on the approval of the Landmark Bancorp, Inc. 2024 Stock Incentive Plan. Crowe LLP is recommended for ratification as the independent registered public accounting firm for the year ending December 31, 2024.

Why It Matters

For investors and stakeholders tracking LANDMARK BANCORP INC, this filing contains several important signals. The virtual format allows for broader participation and accessibility for stockholders. Key decisions regarding board composition, executive compensation structure, and financial oversight will be made by stockholders.

Risk Assessment

Risk Level: — LANDMARK BANCORP INC shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would alter the company's risk profile.

Analyst Insight

Stockholders should review the proxy materials carefully to make informed voting decisions on director nominees, the stock incentive plan, and the appointment of the independent auditor.

Key Numbers

• 2:00 p.m. — Meeting Time (Time of the annual meeting of stockholders.)
• 2024 — Stock Incentive Plan Year (Year for which the Stock Incentive Plan is proposed.)

Key Players & Entities

• Landmark Bancorp, Inc. (company) — Registrant and filer of the proxy statement.
• Crowe LLP (company) — Proposed independent registered public accounting firm.
• May 22, 2024 (date) — Date of the annual meeting of stockholders.
• December 31, 2024 (date) — Fiscal year end for which Crowe LLP is proposed as auditor.

FAQ

Risk Factors

• Compliance with SEC Proxy Rules [low — regulatory]: The company must comply with all SEC rules and regulations regarding the filing and distribution of proxy materials.
• Virtual Meeting Technology [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all stockholders is critical for participation and voting.

Industry Context

Landmark Bancorp, Inc. operates within the national commercial banking sector. This filing is typical for publicly traded banks preparing for their annual shareholder meetings.

Regulatory Implications

The filing adheres to the Securities Exchange Act of 1934, specifically Rule 14a-101 (Schedule 14A), which governs the content of proxy statements.

What Investors Should Do

1. Review the biographical information and qualifications of the nominated directors.
2. Understand the terms and potential impact of the proposed 2024 Stock Incentive Plan.
3. Confirm the ratification of Crowe LLP as the independent auditor for the fiscal year ending December 31, 2024.

Key Dates

• 2024-05-22: Annual Meeting of Stockholders — Key date for stockholder voting on important company matters.

Glossary

Proxy Statement

A document filed with the SEC that contains information that management must provide to shareholders before their annual meeting, or before they vote at a special meeting. (Provides essential details for stockholders to make informed voting decisions.)

Independent Registered Public Accounting Firm

An external audit firm hired to provide an independent opinion on the company's financial statements. (Ensures the integrity and reliability of the company's financial reporting.)

Stock Incentive Plan

A plan that allows a company to grant stock options or other equity-based awards to employees and executives. (Impacts executive compensation and potential future equity dilution.)

Year-Over-Year Comparison

This is the definitive proxy statement for the 2024 annual meeting, following the typical structure and content for such filings.

Filing Documents

• formdef14a.htm (DEF 14A) — 732KB
• formdef14a_1.jpg (GRAPHIC) — 120KB
• formdef14a_2.jpg (GRAPHIC) — 126KB
• def14a_003.jpg (GRAPHIC) — 203KB
• def14a_004.jpg (GRAPHIC) — 275KB
• 0001493152-24-015235.txt (&nbsp;) — 1730KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Information required in proxy statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: Filed by a party other than the Registrant: Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to &sect;240.14a-12 LANDMARK BANCORP, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. LANDMARK BANCORP, INC. 701 Poyntz Avenue Manhattan, Kansas 66502 (785) 565-2000 April 18, 2024 Dear Stockholder: On behalf of the board of directors and management of Landmark Bancorp, Inc., we cordially invite you to attend our annual meeting of stockholders, to be held at 2:00 p.m. on Wednesday, May 22, 2024. Similar to last year, this year&rsquo;s annual meeting will be a completely virtual meeting, which will be conducted solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting https://meetnow.global/MNHJYVJ on the meeting date at the time described in the proxy statement. To participate in the meeting, you will need the control number included on your proxy card. If you do not have a control number, you may view the annual meeting as a &ldquo;Guest&rdquo; but will not have the option to vote your shares or ask questions at the annual meeting, and you will not be deemed to be &ldquo;present&rdquo; at the annual meeting for purposes of determining a quorum. There is no physical location for the annual meeting. The accompanying notice of annual meeting of stockholders and proxy statement discuss the business to be conducted at the meeting. At the meeting, we will also report on our operations and the outlook for the year ahead. We have nominated three persons to serve as Class II directors, each of whom is an incumbent director. We are also asking stockholders to approve the Landmark Bancorp, Inc. 2024 Stock Incentive Plan. Additionally, our Audit Committee has appointed, and we recommend that you ratify, Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2024. We encourage you to attend the meeting virtually. Whether or not you plan to attend, however, please complete, sign and date the enclosed proxy card and return it in the accompanying postage-paid return envelope, or vote by telephone or internet as described on the proxy card, as promptly as possible. This will ensure that your shares are represented at the meeting. Very truly yours, LANDMARK BANCORP, INC. / s/ Patrick L. Alexander Patrick L. Alexander Chairman of the Board of Directors LANDMARK BANCORP, INC. 701 Poyntz Avenue Manhattan, Kansas 66502 (785) 565-2000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 2024 To the stockholders of LANDMARK BANCORP, INC. The annual meeting of the stockholders of Landmark Bancorp, Inc., a Delaware corporation, will be held on Wednesday, May 22, 2024, at 2:00 p.m., local time, by virtual meeting by visiting https://meetnow.global/MNHJYVJ, for the following purposes: 1. to elect three Class II directors for a three-year term ending at the 2027 annual meeting of stockholders or until their successors are elected and qualified; 2. to approve the Landmark Bancorp, Inc. 2024 Stock Incentive Plan; 3. to ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2024; and 4. to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting. We are not aware of any other business to come before the annual meeting. Any action may be taken on any one of the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned or postponed. The board of directors has fixed the close of business on April 3, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. In the event there are an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the meeting, the meeting may be adjourned or postponed to permit our further solicitation of proxies. By order of the Board of Directors /s/

View Full Filing

View this DEF 14A filing on SEC EDGAR