Form 8-K - Current report

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 16, 2024

Richmond Mutual Bancorporation, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-38956

36-4926041

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)


31 North 9th Street, Richmond, Indiana						47374
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (765) 962-2581

(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))

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, par value $0.01 per share	RMBI	The NASDAQ Stock Market LLC

Indicated 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 ☐

Items to be Included in this Report

ITEM 5.07. Submission of Matters to a Vote of Security Holders

Richmond Mutual Bancorporation, Inc. (the “Company”) held its annual meeting of shareholders on May 15, 2024. Holders of record of the Registrant’s common stock at the close of business on March 28, 2024, were entitled to vote on two proposals at the annual meeting. The final voting results of each proposal are set forth below.

Proposal 1 - Election of Directors

The Company’s shareholders approved the election of Jeffrey A. Jackson and M. Lynn Wetzel as directors of the Company each for a three-year term to expire in the year 2027.


	For	Withheld	Broker Non-Vote
Jeffrey A. Jackson	4,728,317	1,848,695	1,947,864
M. Lynn Wetzel	4,733,505	1,843,507	1,947,864

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s shareholders approved the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.


						Number of Votes
For						8,418,872
Against						30,392
Abstain						75,612

ITEM 8.01. Other Events

Dividend. On May 16, 2024, Richmond Mutual Bancorporation, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference announcing the declaration of a cash dividend on the Company’s common stock of $0.14 per share, payable on June 13, 2024 to stockholders of record as of May 30, 2024.

ITEM 9.01. Financial Statements and Other Exhibits


(d)			Exhibits

99.1			Press release dated May 1 6 , 2024 announcing the declaration of a cash dividend.

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.


	RICHMOND MUTUAL BANCORPORATION, INC.

Date: May 16, 2024	By:	/s/Garry D. Kleer
		Garry D. Kleer
		President and Chief Executive Officer

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

May 16, 2024

RICHMOND MUTUAL BANCORPORATION, INC.

ANNOUNCES QUARTERLY DIVIDEND

RICHMOND, IN– May 16, 2024 – Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) announced today that its Board of Directors has declared a cash dividend on Richmond Mutual Bancorporation common stock of $0.14 per share. The cash dividend will be payable on June 13, 2024, to stockholders of record as of the close of business on May 30, 2024.

About Richmond Mutual Bancorporation, Inc.

Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Richmond, a community-oriented financial institution offering traditional financial and trust services within its local communities through its eight locations in Richmond, Centerville, Cambridge City and Shelbyville, Indiana, its five locations in Sidney, Piqua and Troy, Ohio and its loan production office in Columbus, Ohio.

Forward-Looking Statements

Statements in this press release that are not historical facts may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to Richmond Mutual Bancorporation, Inc.'s (the "Company") financial condition, results of operations, plans, objectives, future performance or business and ability to continue paying dividends. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words or phrases "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, but the absence of these words does not mean that a statement is not forward-looking. By their nature, forward-looking statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include the future earnings and capital levels of First Bank Richmond, which could affect the ability of the Company to pay dividends in accordance with its dividend policies, general economic conditions as well as those within our industry, and numerous other factors identified in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the Securities and Exchange Commission – which are available at www.firstbankrichmond.com in the "Investor Relations" section and on the SEC's website at www.sec.gov.

The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Contacts

Richmond Mutual Bancorporation, Inc.

Garry D. Kleer, Chairman, President and Chief Executive Officer

Bradley M. Glover, Senior Vice President/Chief Financial Officer
(765) 962-2581

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	Richmond Mutual Bancorporation, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-38956
Entity Tax Identification Number	36-4926041
Entity Address, Address Line One	31 North 9th Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47374
City Area Code	765
Local Phone Number	962-2581
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RMBI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001767837