0001412707false00014127072021-05-062021-05-060001412707us-gaap:CommonStockMember2021-05-062021-05-060001412707us-gaap:NoncumulativePreferredStockMember2021-05-062021-05-06
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 6, 2021
LEVEL ONE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-38458
| | | | | | | | |
| Michigan | | 71-1015624 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | |
| 32991 Hamilton Court | | 48334 |
| Farmington Hills | | (Zip code) |
| Michigan | | |
| (Address of principal executive offices) | | |
(248) 737-0300
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | LEVL | Nasdaq Global Select Market |
| Depositary Shares, each representing a 1/100th interest in a share of 7.50% Non-Cumulative Perpetual Preferred Stock, Series B | LEVLP | Nasdaq Global Select Market |
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 (see General Instruction A.2. below):
☐ 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 (§ 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 annual meeting of shareholders (the “Annual Meeting”) of Level One Bancorp, Inc. (the "Company") was held on May 6, 2021. There were a total of 7,623,764 shares of common stock outstanding as of the record date for the Annual Meeting, of which 6,381,359 were present in person or by proxy at the meeting, representing 83.7% of the outstanding shares eligible to vote.
Proposal 1:
A proposal to elect 11 nominees to serve as directors, each for a term expiring at the 2022 annual meeting of shareholders, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:
| | | | | | | | | | | |
| Nominees | Number of Shares
Voted For | Number of Shares
Voted Withheld | Broker Non-Votes |
| Patrick J. Fehring | 5,836,025 | 23,171 | 522,163 |
| Barbara E. Allushuski | 5,813,614 | 45,582 | 522,163 |
| Victor L. Ansara | 5,837,805 | 21,391 | 522,163 |
| James L. Bellinson | 5,812,817 | 46,379 | 522,163 |
| Michael A. Brillati | 5,847,333 | 11,863 | 522,163 |
| Shukri W. David | 5,793,042 | 66,154 | 522,163 |
| Thomas A. Fabbri | 5,731,935 | 127,261 | 522,163 |
| Jacob W. Haas | 5,838,206 | 20,990 | 522,163 |
| Mark J. Herman | 5,791,639 | 67,557 | 522,163 |
| Steven H. Rivera | 5,812,468 | 46,728 | 522,163 |
| Stefan Wanczyk | 5,784,440 | 74,756 | 522,163 |
Proposal 2:
A proposal to ratify the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the year ending December 31, 2021 was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:
| | | | | | | | | | | | | | |
| Number of Shares
Voted For | Number of Shares
Voted Against | Abstentions | Broker Non-Votes |
| Ratification of Appointment of Plante & Moran, PLLC | 6,307,581 | 66,238 | 7,540 | — |
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | |
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.
| | | | | | | | |
| Date: May 7, 2021 | | |
| LEVEL ONE BANCORP, INC. |
| | |
| By: | /s/ David C. Walker |
| Name: | David C. Walker |
| Title: | Executive Vice President and Chief Financial Officer |