BISMARCK, N.D., June 24, 2019 /PRNewswire/ -- BNCCORP, INC. (BNC or the Company) (OTCQX Markets: BNCC), which operates community banking and wealth management businesses in North Dakota, Arizona and Minnesota, and has mortgage banking offices in Illinois, Kansas, Missouri, Arizona, and North Dakota, today announced the results of the Company's Annual Meeting of Stockholders held on June 19, 2019.
The stockholders of the Company re-elected Nathan P. Brenna and Tracy J. Scott to the BNCCORP, INC. Board of Directors to serve until the Company's 2022 Annual Meeting of Stockholders. The board now consists of Nathan P. Brenna, Timothy J. Franz, Gaylen Ghylin, John W. Palmer, Tom Redmann, Tracy J. Scott and Michael M. Vekich.
In addition to its vote on directors, BNC stockholders also ratified the appointment of KPMG LLP as independent auditors of the Company and did not approve the BNCCORP, INC. 2019 Equity Incentive Plan. A tabular presentation of the voting results from the Annual Meeting of Stockholders follows this press release.
The Company also announced that Michael M. Vekich has been elected by the board to serve as Lead Independent Director. In this role, Mr. Vekich's responsibilities will include assisting in setting agendas for meetings of the board, chairing meetings of the independent directors, and playing an increased role in other governance matters as appropriate. Mr. Vekich joined the board in May 2017. Timothy J. Franz, BNC President and Chief Executive Officer, said, "The board has established the Lead Independent Director position in order to assure stockholders of continued effective independent oversight." Mr. Franz continued, "Michael Vekich is an effective leader with extensive experience in business, banking and civic leadership, and the board is confident that, as Lead Independent Director, Michael will assist the board in serving the best interests of the Company and its stockholders."
The Company also announced that the board has formed a separate Compensation Committee to consist of at least three independent directors for purposes of carrying out the responsibilities delegated by the board relating to the review and determination of executive compensation. The independent members of the board had previously exercised direct oversight of compensation matters.
This news release may contain "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of BNC. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management are generally identifiable by the use of words such as "expect", "believe", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should", "future" and other expressions relating to future periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations regarding future market conditions and our ability to capture opportunities and pursue growth strategies, our expected operating results such as revenue growth and earnings and our expectations of the effects of the regulatory environment on our earnings for the foreseeable future. Forward-looking statements are neither historical facts nor assurances of future performance. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to: the impact of current and future regulation; the risks of loans and investments, including dependence on local and regional economic conditions; competition for our customers from other providers of financial services; possible adverse effects of changes in interest rates, including the effects of such changes on mortgage banking revenues and derivative contracts and associated accounting consequences; risks associated with our acquisition and growth strategies; and other risks which are difficult to predict and many of which are beyond our control. In addition, all statements in this news release, including forward-looking statements, speak only of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.
Annual Stockholders Meeting Voting Results
3,284,389 shares or 94.02% of the shares of the Company's common stock entitled to vote were present in person or by proxy at the Annual Meeting.
Proposal 1. To elect two directors to the BNCCORP, INC. Board of Directors to serve until the 2022 Annual Meeting of Stockholders. Both nominees were elected by a plurality.
Nathan P. Brenna
Tracy J. Scott
Proposal 2. Approval of the BNCCORP, INC. 2019 Equity Incentive Plan. This proposal was not approved.
Proposal 3. To ratify the appointment of KPMG LLP as independent auditors for the Company for the fiscal year ending, December 31, 2019. This proposal was approved.