WILSON BANK HOLDING CO: Submission of Matters to Securityholder Vote (Form 8-K)


Section 5.07 Submission of Matters to a Vote of Securityholders.

On April 28, 2022, Wilson Bank Holding Company (the “Company”) held its 2022 annual meeting of shareholders (the “Shareholders’ Meeting”) for which the Board of Directors of the Company has solicited proxies, at 6:00 p.m. CDT. At the General Meeting, shareholders voted on the proposals as detailed in the Company’s definitive proxy for the General Meeting which has been filed with the Security and Exchange Commission on March 28, 2022 (the “Proxy Statement”). The proposals voted on and approved by the shareholders at the General Meeting are as follows:

(1) The election of three (3) Class III Directors named in the Proxy Circular to serve on the Board of Directors of the Company for a term of three (3) years until the annual meeting of shareholders in 2025. Each of these directors was elected according to the following table:

                           For      Against   Withhold Authority   Broker Non-Votes
  Class III Directors
  James F. Comer        5,941,644      -            20,368                -
  Michael G. Maynard    5,916,943      -            45,069                -
  Clinton M. Swain      5,942,294      -            19,718                -

In addition to the above, the remaining directors who are not eligible for re-election at the Shareholders’ Meeting continue to serve on the Company’s Board of Directors.

(2) Ratification of the appointment of the Maggart & Associates, PC as the registered independent public accounting firm of the Company for the year ending December 31, 2022 has been approved by the following tabulation:

         For      Against   Withhold Authority   Broker Non-Votes
      5,943,216   11,456          7,340                 -

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