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): June 15, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. employer identification no.) | ||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||
Registrant’s telephone number, including area code: (801 ) 501-7200
Not Applicable
(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)) | |||||
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Item 5.07Submission of Matters to a Vote of Security Holders
On June 15, 2023, at the 2023 Annual Meeting of Shareholders (the "Annual Meeting") of FinWise Bancorp (the "Company"), shareholders of record as of April 17, 2023, the Record Date for the Annual Meeting, were entitled to vote 12,824,572 shares of the Company's common stock (the "Common Stock"), each having one vote per share. A total of 9,784,666 shares of Common Stock were represented at the Annual Meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Company (i) elected two director nominees to hold office until the earlier of the 2026 Annual Meeting of Shareholders of the Company or until their successors are elected and qualified or until their earlier resignation or removal and (ii) ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.
Election of Directors
The shareholders of the Company elected each of the director nominees proposed by the Board of Directors. The final voting results were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||
| Lisa Ann Nievaard | 6,536,342 | 1,571,861 | 1,676,463 | |||||||||||
| Gerald E. Cunningham | 6,661,621 | 1,446,582 | 1,676,463 | |||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders of the Company ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 9,784,592 | 73 | 1 | 0 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, FinWise Bancorp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATE: June 21, 2023 | FINWISE BANCORP | ||||
| /s/ Michael O'Brien | |||||
| Name: Michael O'Brien | |||||
| Title: Corporate Secretary and Executive Vice President | |||||