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SBFG > SEC Filings for SBFG > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for SB FINANCIAL GROUP, INC.


26-Apr-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Discl


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

The 2013 Annual Meeting of Shareholders (the "Annual Meeting") of SB Financial Group, Inc. (formerly Rurban Financial Corp.) (the "Company") was held on April 24, 2013, in Archbold, Ohio. At the close of business on the record date for the Annual Meeting (February 26, 2013), a total of 4,862,460 common shares of the Company were outstanding and entitled to vote. A total of 3,869,937, or 79.6% of the outstanding common shares outstanding and entitled to vote, were represented in person or by proxy at the Annual Meeting. Provided below are the final voting results for the Annual Meeting.

                                Proposal No. 1:

The following directors were elected at the Annual Meeting for three-year terms
expiring in 2016:

                                                  Number of Votes
                               For         Withheld       Broker Non-Votes       Abstain
    Richard L. Hardgrove     2,610,898        87,390           1,171,649            N/A
    Lynn A. Isaac            2,611,054        87,234           1,171,649            N/A
    Mark A. Klein            2,638,052        60,236           1,171,649            N/A

Proposal No. 2:

Shareholders holding a majority of the common shares of the Company represented in person or by proxy at the Annual Meeting approved Proposal No. 2, to ratify the appointment of BKD, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013:

Number of Votes For Against Broker Non-Votes Abstain 3,792,584 34,320 -- 43,033

Proposal No. 3:

Shareholders holding a majority of the common shares of the Company represented in person or by proxy at the Annual Meeting, voted to approve the non-binding advisory resolution to approve the compensation of the Company's named executive officers:

Number of Votes For Against Broker Non-Votes Abstain 2,420,311 160,347 1,171,649 117,630

                                Proposal No. 4:

Shareholders holding a majority of the common shares of the Company represented
in person or by proxy at the Annual Meeting, voted to conduct an annual (i.e.,
Every 1 Year) advisory vote on the frequency of future advisory votes on the
compensation of Company's named executives:

                                    Number of Votes
       Every 1 Year   Every 2 Years   Every 3 Years   Abstain   Broker Non-Votes
        2,334,745        105,260         90,431       167,852      1,171,649




Item 7.01. Regulation FD Disclosure.

On April 25, 2013, SB Financial Group, Inc. issued a press release announcing that its Board of Directors has declared a quarterly shareholder dividend of $0.03 per share. The dividend is payable on May 24, 2013 to all shareholders of record as of May 10, 2013.

The information on this item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as otherwise stated in such filing.



Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable

(d) Exhibits

Exhibit No.   Description
99.1          Press release issued by SB Financial Group, Inc. on April 25, 2013,
              announcing a quarterly shareholder dividend.


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