MainStreet Bancshares Announces Director Elections & Compensation Changes

TL;DR

MSB just shook up the board and executive pay structure. Big changes coming?

AI Summary

MainStreet Bancshares, Inc. announced on May 15, 2024, a significant corporate event involving the election of new directors and changes in officer compensation. The company also reported on matters submitted to a vote of security holders and other events, including amendments to its articles of incorporation or bylaws. This filing details the company's governance and operational adjustments.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and management's outlook, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in corporate governance and executive compensation can introduce uncertainty and signal strategic shifts that may affect the company's future performance.

Key Players & Entities

• MainStreet Bancshares, Inc. (company) — Registrant
• May 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ve Perpetual Preferred Stock, par value $1.00 per share (the "Series A Preferred Stoc
• $1,000 — Stock, with a liquidation preference of $1,000 per share of Series A Preferred Stock (
• $25 — Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents
• $28,750,000 — per Depositary Share), which represents $28,750,000 in aggregate liquidation preference. T
• $0.47 — cash dividend equated to approximately $0.47 per Depositary Share, or $18.75 per sha
• $18.75 — ximately $0.47 per Depositary Share, or $18.75 per share of Series A Preferred Stock o

Filing Documents

• main20240513_8k.htm (8-K) — 61KB
• ex_674076.htm (EX-3.1) — 5KB
• ex_675301.htm (EX-10.1) — 132KB
• mlogo.jpg (GRAPHIC) — 6KB
• 0001437749-24-017296.txt ( ) — 407KB
• mnsb-20240515.xsd (EX-101.SCH) — 4KB
• mnsb-20240515_def.xml (EX-101.DEF) — 14KB
• mnsb-20240515_lab.xml (EX-101.LAB) — 18KB
• mnsb-20240515_pre.xml (EX-101.PRE) — 14KB
• main20240513_8k_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Restated Articles of Incorporation currently authorize the issuance of up to 10,000,000 shares of common stock. As of March 28, 2024, approximately 2,385,910 shares of common stock were available for future issuance. The Company currently has no understandings, agreements or commitments to issue common stock or to reserve additional common shares for issuance under equity incentive plans. On February 21, 2024, the Board of Directors considered the limited number of available common shares and unanimously voted to adopt and recommend for shareholder approval an amendment to the Restated Articles of Incorporation increasing the authorized shares of common stock from 10,000,000 shares to 15,000,000 shares. The adoption of this amendment to the Restated Articles of Incorporation was subject to the approval by the Company's common shareholders by the vote of a majority of the votes entitled to be cast by such shareholders. At the Annual Meeting, the common stockholders approved the proposed amendment. See Item 5.07 of this Current Report on Form 8-K. The Board of Directors believes that it is advisable to have a greater number of authorized shares of common stock available for issuance in connection with acquisitions and mergers, public or private financings, and various general corporate programs and purposes. The Company may from time to time consider acquisitions and mergers as opportunities arise, stock splits and public or private financings to provide us with capital, any or all of which may involve the issuance of additional shares of common stock or securities convertible into shares of common stock. It is widely expected that consolidation of the financial institution industry will continue and may accelerate, particularly as the economy improves. Also, additional shares of common stock may be necessary to meet anticipated future obligations of our stock-based compen

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting of Shareholders, held on May 15, 2024, 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, PC as the Company's independent registered public accounting firm for fiscal 2024 was ratified; the proposal to amend the 2019 Equity Incentive Plan to increase the number of shares of common stock available for issuance from 650,000 to 1,150,000 shares was approved; and the proposal to amend the Company's Restated Articles of Incorporation to increase the number of shares of authorized common stock from 10,000,000 to 15,000,000 shares was approved. The Inspector of Elections reported the vote of shareholders at the Annual Meeting as follows: PROPOSAL 1: Election of Directors NAME FOR WITHHELD Charles C. Brockett 5,621,462 67,117 Thomas J. Chmelik 5,544,724 143,855 Patsy I. Rust 4,614,592 1,073,987 In addition, there were 760,962 broker non-votes for each nominee. PROPOSAL 2: Ratify Appointment of Yount, Hyde & Barbour, P.C. FOR AGAINST ABSTAIN 6,302,381 69,350 77,810 PROPOSAL 3: Amendment of 2019 Equity Incentive Plan FOR AGAINST ABSTAIN 3,893,218 1,762,720 32,686 In addition, there were 760,917 broker non-votes. PROPOSAL 4: Increase in Authorized Shares of Common Stock FOR AGAINST ABSTAIN 5,672,632 748,742 28,167

01 Other Events

Item 8.01 Other Events. On May 15, 2024, the Board of Directors declared 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 $1.00 per 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 July 1, 2023, to shareholders of record as of the close of business on June 14, 2024. 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. If any date on which dividends would otherwisebe payable is not a business day, then the dividend payment date will be the next business day without any adjustment to the amount of dividends paid. The Company's Depositary Shares trade on the Nasdaq Capital Market under the symbol "MNSBP."

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1 Amendment to Restated Articles of Incorporation. 10.1 2019 Equity Incentive Plan, as amended. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. MAINSTREET BANCSHARES, INC Date: May 16, 2024 By: /s/ Thomas J. Chmelik Name: Thomas J. Chmelik Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR