Current Report · Items 5.02, 5.07, 7.01, 9.01 · 8-K
Wilson Bank Holding Company
WBHCOTCEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described below under Item 5.07, at the 2025 Annual Meeting of Shareholders (the "Shareholders Meeting") of Wilson Bank Holding Company, a Tennessee corporation (the "Company"), held on April 24, 2025, the Company's shareholders approved the Wilson Bank…
Filed Apr 28, 2025Accepted Apr 28, 2025, 5:26 PM EDTCIK 885275Accession 0000950170-25-059420
Company context
Wilson Bank & Trust (www.wilsonbank.com), member FDIC and an Equal Housing Lender, is a community bank established in 1987 to provide personal and professional service in a hometown setting. One of the top banks in the South in stability, products, technology, growth and earnings, WBT currently operates 32 full-service offices in ten Tennessee counties, offering a full range of financial products that include secondary market mortgage loans and online banking services.
Current securities
Disclosure sections
Items 5.02, 5.07, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07, at the 2025 Annual Meeting of Shareholders (the "Shareholders Meeting") of Wilson Bank Holding Company, a Tennessee corporation (the "Company"), held on April 24, 2025, the Company's shareholders approved the Wilson Bank Holding Company 2025 Equity Incentive Plan (the "2025 Equity Incentive Plan"), which permits awards to current and prospective employees, directors and consultants of the Company in the form of stock options, stock appreciation rights, shares, restricted shares, restricted share units, performance shares, performance share units, or any combination thereof. A summary of the material terms of the 2025 Equity Incentive Plan is set forth on pages 12 to 16 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 21, 2025 (the “Proxy Statement”), and is incorporated herein by reference. That summary is qualified in its entirety by reference to the text of the 2025 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2025, the Company held its Shareholders Meeting for which the Company's Board of Directors solicited proxies, at 5:00 p.m. (CDT). At the Shareholders Meeting, the Company's shareholders voted on the proposals as described in detail in the Company's Proxy Statement. The proposals voted on and approved by the Company's shareholders at the Shareholders Meeting were as follows:
(1) To elect three (3) Class III directors to hold office for a term of three (3) years until the Company's Annual Meeting of Shareholders in 2028, and in each case until their successors are duly elected and qualified. Each such director was elected by the following tabulation:
For Against Withhold Authority Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────
Class III Directors
James F. Comer 6,265,651 — 95,388 —
Michael G. Maynard 6,301,761 — 59,278 —
Clinton M. Swain 6,304,146 — 56,893 —
In addition to the foregoing, the remaining directors not up for re-election at the Shareholders Meeting continue to serve on the Company's Board of Directors.
(2) The ratification of the appointment of Maggart & Associates, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved by the following tabulation:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
6,313,336 24,962 22,741 —
(3) The approval of the Wilson Bank Holding Company 2025 Equity Incentive Plan was approved by the following tabulation:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
6,199,914 87,097 74,028 —
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On April 25, 2025 Wilson Bank & Trust, a wholly owned subsidiary of the Company completed its acquisition of certain assets, including certain loans, and assumption of certain liabilities, including certain deposits, of a branch office in Cookeville, Tennessee that was previously operated by another bank. Total assets acquired were approximately $16 million as of the date hereof inclusive of approximately $14 million in loans, while total deposits assumed were approximately $26 million.
On April 28, 2025, the Company issued a press release disclosing the branch acquisition, a copy of which is furnished herewith as Exhibit 99.1.
Filed exhibits (1)
EX-99.1 (by filename) ck0000885275-ex99_1.htmEX-99.1
3
ck0000885275-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
For Immediate Release Contact: April 28, 2025 Kalyn Dennis VP, Marketing & Communications
(615) 442-1498
kdennis@wilsonbank.com
WILSON BANK & TRUST OPENS SECOND LOCATION IN COOKEVILLE FOLLOWING SUCCESSFUL AQUISITION
New office at 900 N. Washington Avenue expands local service and strengthens community presence.
COOKEVILLE, TN - April 28, 2025 - Wilson Bank & Trust (WBT) is proud to announce the official opening of its second full-service location in Cookeville, located at 900 North Washington Avenue, following the successful completion of a single branch acquisition from F&M Bank.
The newly converted office is now fully operational and serving customers throughout Putnam County. This strategic expansion further deepens WBT’s commitment to the Cookeville community and marks a significant milestone in the bank’s continued regional growth.
With this addition, Wilson Bank & Trust now operates 32 offices across 10 Tennessee counties and holds more than $5.4 billion in assets. The new Cookeville location complements WBT’s existing location at 320 S. Jefferson Avenue, offering increased accessibility and convenien…
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