RVRF River Financial Corporation (PK)

ITEM 5.07 Submission of Matter to a Vote of Security Holders.

On May 16, 2023, River Financial Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Summarized below is a description of the matters voted on at the Annual Meeting and the final results of such voting.

Amendment of the Articles of Incorporation

The Company proposed an amended and restated certificate of incorporation to update several provisions of the Company’s articles of incorporation in accordance with the revised Alabama Business Corporation Law (the “ABCL”) which became effective for all Alabama corporations as of January 1, 2021. Among other things, the amended and restated certificate of incorporation (the “Certificate of Incorporation”) authorizes (i) an increase in the number of shares of common stock from 10,000,000 to 15,000,000 shares (see section 4.1), and (ii) a new class of preferred stock which allows the board of directors to determine the terms of the preferred stock at the time of issue, including voting rights, dividend rights, conversion rights, and other provisions allowed by the ABCL (see section 4.4). The amendments allow the board of directors to determine, at the time in question, whether to raise additional capital for the Company to support the Company’s business operations and growth, including issue of shares in potential acquisitions. The issue of additional shares of common stock, or the issue of preferred stock at the direction of the board of directors, will not require further stockholder approval and can dilute the ownership interest of current stockholders. In addition, the payment of dividends, if any, on the preferred stock or the payment of preferred stock in any liquidation of the Company may be made before payment of dividends or other payments to holders of common stock.

The Certificate of Incorporation allows the Company to indemnify officers, directors, and others specified for services rendered to the Company (see Article IX section 9.1). The ABCL permits such indemnification to the fullest extent allowed by law. Such indemnification enhances the service of officers, directors, and other for the Company and may assist the Company in attracting capable personnel in the future. Substantially similar indemnification provisions were previously contained in the Company’s bylaws but were moved to the Certificate of Incorporation in accordance with the ABCL.

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Certain provisions of the existing articles of incorporation that are covered by the new ABCL or that the board of directors deemed unnecessary were eliminated (particularly sections 6.1-6.4 of the replaced articles of incorporation) and, thus, the Company does not believe such provisions are needed in the Certificate of Incorporation. The eliminated provisions specify how contracts between directors and the Company may be enforced, permit the Company to enter into agreements with any or all stockholders regarding transfer, eliminate director personal liability for money damages for action taken as a director, and eliminates a provision regarding the selling, or transferring all or substantially of the Company’s assets only with a vote of at least 75% of all shares entitled to be cast.

Section 6.1 of the Certificate of Incorporation replaces section 6.5 of the articles of incorporation. It maintains protection of personal liability of directors to the Company, but it is updated to conform with the new ABCL.

Finally the Certificate of Incorporation (i) amends and restates the articles of incorporation to include all previous amendments as well as the amendments set forth above, (ii) replaces the name of the current articles of incorporation to “certificate of incorporation,” (iii) replaces the use of the word shareholder to “stockholder,” and (iv) eliminates certain outdated provisions no longer needed in the certificate of incorporation as permitted by the ABCL such as deleting the names and addresses of the incorporators and initial directors, and the name and address of the initial registered agent.

The Certificate of Incorporation is set forth at Exhibit 3.1 hereto and the section numbers referenced above refer to the Certificate of Incorporation.

Votes in the foregoing were as follows:

Increase in authorized shares of common stock
 

Authorization of new class of preferred stock

Indemnification of directors, officers and others providing services

Eliminating certain provisions currently covered by the ABCL

Updating provision regarding personal liability of directors

Amending and Restating the Certificate of Incorporation to update

for previous amendments and new vocabulary from the ABCL

Bylaws Amendments

In accordance with the ABCL, the Company’s bylaws were also amended and restated. The board of directors gave final approval to the amended and restated bylaws on May 16, 2023.

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As stated, Alabama has a new corporate code that went into effect January 1, 2021, and many changes in the bylaws simply follow the code changes. For example, “stockholder” is now used instead of “shareholder.” “Certificate of Incorporation” is used instead of “Articles of Incorporation.”

Following is a summary of the major substantive changes to the previous bylaws:

1. Section 2.3 now provides that only the CEO or the board can call special stockholder meetings. This fits with the new section 2.13 and 2.14 explained below which helps prevent hostile approaches.

2. Section 2.4 eliminates the 30 days’ notice for increasing capital stock since that is now consistent with a new change in the ABCL.

3. Sections 2.13 and 2.14 are new and state that in order for stockholders to bring business up at a stockholders meeting, or to nominate directors, the stockholder has to give significant advance notice to the company, clearly identify the business, and state who, in addition to the stockholder, is supporting the stockholder proposal or board nominees. This gives the company time to consider what is going on and possibly prepare for a proxy contest.

4. Section 3.1 eliminates the requirement that the board may only increase board size by 30% with approval by stockholders for larger increases because that change now is consistent with the new corporate code.

5. Most of the remaining changes conform to updates in the new corporate code.

The Amended and Restated Bylaws are at Exhibit 3.2.

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