UNITED STATES
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Current Report
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, Landmark Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 5,778,610 shares of common stock eligible to vote at the Annual Meeting, 4,667,988 shares were represented in person or by proxy, representing approximately 80.8% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:
| 1) | Election of four Class III members of the board of directors to serve a three-year term expiring at the 2028 annual meeting of stockholders or until their successors are elected and qualified: |
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Abigail M. Wendel | 2,741,283 | 120,341 | 68,310 | 1,738,054 | ||||
| Patrick L. Alexander | 1,598,232 | 1,310,174 | 21,528 | 1,738,054 | ||||
| Jim W. Lewis | 2,879,909 | 34,702 | 15,323 | 1,738,054 | ||||
| Tom A. Page | 2,722,110 | 91,507 | 116,317 | 1,738,054 |
| 2) | For the approval, on a non-binding, advisory basis, the compensation of our named executive officers (“say-on-pay”) as described in the Company’s definitive proxy statement, which was filed on April 17, 2025: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,607,709 | 278,333 | 43,892 | 1,738,054 |
| 3) | For the approval, on a non-binding, advisory basis, of the frequency with which we will conduct future say-on-pay proposals: |
| Every 1 Year | Every 2 Years | Every 3 Years | Abstentions | Broker Non-Votes | ||||
| 1,558,234 | 42,823 | 1,288,774 | 40,103 | 1,738,054 |
Based upon these results, the Company expects that it will hold a non-binding, advisory stockholder vote on executive compensation every year until the Company’s 2031 annual meeting of stockholders, when the next stockholder vote on the frequency of future advisory votes on executive compensation is required under the Securities Exchange Act of 1934, as amended.
| 3) | Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,582,868 | 76,357 | 8,763 | - |
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.
| LANDMARK BANCORP, INC | ||
| Dated: May 22, 2025 | By: | /s/ Mark A. Herpich |
Mark A. Herpich | ||
| Chief Financial Officer | ||