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Date of Report (Date of earliest event reported): December 6, 2023

 

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (304) 530-1000

 

(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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.         ☐

 

 

On December 6, 2023, Summit Financial Group, Inc. (the “Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). There were 14,674,852 shares of the Company’s common stock outstanding on the record date entitled to vote at the Special Meeting, and 10,891,702 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.

 

The Company’s shareholders voted on the following: (1) a proposal to approve the Agreement and Plan of Reorganization and accompanying Plan of Merger (the “Merger Agreement”), dated as of August 24, 2023, by and between Burke & Herbert Financial Services Corp. (“Burke & Herbert”) and the Company, and the transactions contemplated by the Merger Agreement, pursuant to which the Company will merge with and into Burke & Herbert (the “Merger Proposal”); (2) a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of the Company in connection with the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and (3) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the Company’s shareholders (the “Adjournment Proposal”).

 

The Company’s shareholders approved each of the proposals. The final voting results for each proposal were as follows:

 

 

On December 6, 2023, the Company and Burke & Herbert issued a joint press release announcing the results of their respective special meetings held on December 6, 2023. A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

(d) Exhibits.

 

 

 

 

 

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.