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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported) May 21, 2025
 
Plumas Bancorp
(Exact name of registrant as specified in its charter)
 
 
California 000-49883 75-2987096
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
 
5525 Kietzke Lane, Suite 100, Reno, Nevada 89511
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code         (775) 786-0907
 
Not Applicable
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class:
Trading Symbol
Name of Each Exchange on which Registered:
Common Stock, no par value
PLBC
The NASDAQ Stock Market LLC
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting of Shareholders of Plumas Bancorp held on May 21, 2025, the shareholders voted on (i) the election of nine directors for the next year, (ii) approval of a non-binding advisory vote on the Company’s executive compensation, (iii) the frequency of future voting on the non-binding advisory vote on executive compensation and (iv) the ratification of the appointment of Elliott Davis, LLC as our independent auditors for the fiscal year ending December 31, 2025. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:
 
Proposal #1: Election of Directors
 
The stockholders of the Company elected each of the nine director nominees to serve on the Company’s Board of Directors (the “Board”) for a term to expire at the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:
 
Nominee
Votes For
Nominee
Votes
Withheld or
Against
Nominee
Abstentions
Broker Non-
Votes
Michonne R. Ascuaga
3,421,075
22,128
n/a
1,284,757
Steven M. Coldani
3,409,154
34,049
n/a
1,284,757
Kevin Foster
3,423,195
20,008
n/a
1,284,757
Richard F. Kenny
3,423,457
19,746
n/a
1,284,757
Robert J. McClintock
3,407,061
36,142
n/a
1,284,757
Heidi S. O’Gara
3,378,884
64,319
n/a
1,284,757
Sushil A. Patel
3,398,704
44,499
n/a
1,284,757
Andrew J. Ryback
3,422,601
20,602
n/a
1,284,757
Daniel E. West
3,408,487
34,716
n/a
1,284,757
 
Proposal #2: Non-Binding Advisory Vote on Executive Compensation
 
On the proposal for the approval of non-binding advisory vote on executive compensation the voting results were as follows:
 
For
Against
Abstain
Broker Non-Votes
3,303,076
90,377
49,750
1,284,757
 
Proposal #3: Frequency of Future Voting on the Non-Binding Advisory Vote on Executive Compensation
 
On the proposal for the frequency of future voting on the non-binding advisory vote on executive compensation the voting results were as follows:
 
One Year
Two Years
Three Years
Abstain
3,107,110
13,452
301,325
21,316
 
In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted every year, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.
 
Proposal #4: Ratification of the Appointment of Independent Auditors
 
The stockholders of the Company ratified the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes on Proposal 4 were as follows:
 
For
Against
Abstain
4,717,220
4,909
5,831
 
Item 9.01 Exhibits
 
Number
Description
 
104
Cover Page Interactive Data File
 
 
 
 
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.
 
 Plumas Bancorp
  (Registrant)  
 
May 22, 2025
By:
  /s/ Richard L. Belstock
 
Name: Richard L. Belstock
  Title: Chief Financial Officer