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LARK > SEC Filings for LARK > Form 8-K on 23-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2013, the board of directors (the "Board") of Landmark Bancorp, Inc. (the "Company") appointed Michael E. Scheopner as President of the Company, effective immediately following the Company's 2013 Annual Meeting of Stockholders (the "Annual Meeting") held later that day. Mr. Scheopner was also appointed President of the Company's wholly-owned subsidiary, Landmark National Bank (the "Bank"). Prior to his appointment as President, Mr. Scheopner, age 51, had served as an Executive Vice President and Credit Risk Manager of the Bank since October 2001, as an Executive Vice President of Security National Bank from March 1998 to October 2001 and as a Senior Vice President of Security National Bank from May 1996 to March 1998. In addition to his appointment as President of the Company and the Bank by the Board, at the Annual Meeting Mr. Scheopner was also elected by the Company's stockholders to serve as a director of the Company.

The Company has not entered into any additional compensation arrangements with Mr. Scheopner in connection with his appointment as President, nor was there any arrangement or understanding between Mr. Scheopner and any other person pursuant to which Mr. Scheopner was selected for his appointment as President. Additionally, aside from his employment relationship, Mr. Scheopner does not have any direct or indirect material interest in any transaction with the Company which would be required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor is Mr. Scheopner related to any other member of the Board or any other executive officers of the Company.

Also effective immediately following the Annual Meeting, Patrick L. Alexander, who had previously served as President of the Company and the Bank, was appointed Chairman of the Board of the Company and the Bank, and Mr. Alexander will also continue to serve as Chief Executive Officer of the Company and the Bank. Larry Schugart, who had previously served as Chairman of the Board, and Jerry R. Pettle, who had served as Audit Committee Chairman, did not stand for re-election at the Annual Meeting pursuant to the Company's retirement guidelines for members of its board of directors and each retired from the board immediately following the Annual Meeting.

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

On May 22, 2013, the Company held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 2,923,275 shares of common stock eligible to vote at the Annual Meeting, 2,683,992 shares were represented in person or by proxy, representing approximately 92% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:

1) Election of three Class III members of the Board to serve a three-year term expiring in 2016:

Name Votes For Votes Withheld Broker Non-Votes Patrick L. Alexander 1,848,386 29,893 805,713 Jim W. Lewis 1,853,266 25,013 805,713 Michael E. Scheopner 1,827,764 50,515 805,713

2) Approval, in a non-binding, advisory vote, of the compensation of the Company's named executive officers (the "say-on-pay proposal"):

Votes For Votes Against Abstentions Broker Non-Votes 1,734,788 89,046 54,443 805,715

3) Recommendation, in a non-binding, advisory vote, of the frequency with which the Company's stockholders will vote on future say-on-pay proposals:

Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 747,016 9,181 1,037,584 84,497 805,714

Based upon these results, and consistent with the Board's previous recommendation, the Board has determined that the Company's stockholders will vote on a say-on-pay proposal every three years until the next required vote on the frequency of such say-on-pay proposals.

4) Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013:

Votes For Votes Against Abstentions Broker Non-Votes 2,549,478 118,317 16,197 -

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