UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2022, the Board of Directors of ChoiceOne Financial Services, Inc. (the "Company") adopted the ChoiceOne Financial Services, Inc. Equity Incentive Plan of 2022 (the “Incentive Plan”), subject to shareholder approval. At the annual meeting of the Company's shareholders held on May 25, 2022, the shareholders approved the Incentive Plan. The description of the Incentive Plan contained in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2022 is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of the Company's shareholders held on Wednesday, May 25, 2022, the Company's shareholders voted on five matters: (1) the election of five directors; (2) approval of the ChoiceOne Financial Services, Inc. Equity Incentive Plan of 2022; (3) approval of the ChoiceOne Financial Services, Inc. 2022 Employee Stock Purchase Plan; (4) approval on an advisory basis of the compensation of the Company’s named executive officers as disclosed in the proxy statement; and (5) ratification of the selection of Plante & Moran PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
All of the nominees for director were elected by the following votes:
| Votes Cast | ||||||
| Broker | ||||||
| For | Withheld | Non-Votes | ||||
| Greg L. Armock | 3,907,402 | 81,656 | 1,320,513 | |||
| Eric E. Burrough | 3,894,412 | 94,646 | 1,320,513 | |||
| David J. Churchill | 3,904,701 | 84,357 | 1,320,513 | |||
| Nels W. Nyblad | 3,884,766 | 104,292 | 1,320,513 | |||
| Kelly J. Potes | 3,894,404 | 94,654 | 1,320,513 | |||
The shareholders approved the ChoiceOne Financial Services, Inc. Equity Incentive Plan of 2022 by the following votes:
| Votes Cast | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 3,582,650 | 346,813 | 59,595 | 1,320,513 | |||
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The shareholders approved the ChoiceOne Financial Services, Inc. 2022 Employee Stock Purchase Plan by the following votes:
| Votes Cast | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 3,609,245 | 246,576 | 133,237 | 1,320,513 | |||
The shareholders approved the compensation of the Company’s named executive officers by the following votes:
| Votes Cast | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 3,436,050 | 480,403 | 72,605 | 1,320,513 | |||
An advisory proposal to approve the Company’s executive compensation will next occur in connection with the Company’s 2023 Annual Meeting of Shareholders.
The shareholders ratified the appointment of Plante & Moran PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2022 by the following votes:
| Votes Cast | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 5,248,967 | 27,731 | 32,873 | 0 | |||
***
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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.
| Dated: | May 27, 2022 | CHOICEONE FINANCIAL SERVICES, INC. (Registrant) | |
| By: | /s/ Adom J. Greenland | ||
| Adom J. Greenland Its Secretary, Chief Financial Officer and Treasurer | |||
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