lkfn-20230411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 11, 2023

LAKELAND FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Indiana

0-11487

35-1559596

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


202 East Center Street,
Warsaw	,	Indiana	46580
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (574) 267-6144

(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, no par value

LKFN

NASDAQ

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use 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

On April 11, 2023, the Company's annual meeting of stockholders was held. At the meeting, the stockholders elected A. Faraz Abbasi, Blake W. Augsburger, Robert E. Bartels, Jr., Darrianne P. Christian, David M. Findlay, Michael L. Kubacki, Emily E. Pichon, Steven D. Ross, Brian J. Smith, Bradley J. Toothaker, and M Scott Welch, each with terms expiring in 2024. Additionally, the Company's stockholders approved the advisory vote on executive compensation and and the advisory vote on the frequency of advisory votes on executive compensation and ratified the selection of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2023.

The final results of voting on each of the matters submitted to a vote of security holders during the annual meeting are as follows:


	For	Abstain/Withhold	Broker Non-votes
A. Faraz Abbasi	19,230,815	780,391	2,938,027
Blake W. Augsburger	16,084,380	3,926,826	2,938,027
Robert E. Bartels, Jr.	17,835,706	2,175,500	2,938,027
Darrianne P. Christian	19,210,313	800,893	2,938,027
David M. Findlay	19,453,915	557,291	2,938,027
Michael L. Kubacki	18,874,594	1,136,612	2,938,027
Emily E. Pichon	17,529,726	2,481,480	2,938,027
Steven D. Ross	18,308,003	1,703,203	2,938,027
Brian J. Smith	19,466,915	544,291	2,938,027
Bradley J. Toothaker	16,712,120	3,299,086	2,938,027
M. Scott Welch	17,419,856	2,591,350	2,938,027

Approval of Advisory Proposal on Executive Compensation:


For	Against	Abstain/Withhold	Broker Non-votes
16,210,533	3,684,424	116,249	2,938,027

Advisory Vote on the Frequency of Advisory Votes on Executive Compensation:


1 Year	2 Years	3 Years	Abstain
18,756,318	28,746	986,750	239,392

Ratification of Crowe LLP as Independent Registered Public Accounting Firm:


For	Against	Abstain/Withhold	Broker Non-votes
22,521,506	386,692	41,035

In light of the voting results with respect to Proposal 3, the Company has decided that it will hold a shareholder advisory vote on the compensation of the Company’s executive officers, as described in the Company’s proxy materials (a “Say-on-Pay Vote”), on an annual basis until the Company’s shareholders next vote upon the frequency with which Say-on-Pay Votes should be held.

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.

LAKELAND FINANCIAL CORPORATION


Dated: April 12, 2023	By:	/s/ Lisa M. O’Neill
		Lisa M. O’Neill
		Executive Vice President
		and Chief Financial Officer

Lakeland Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders