0000711669FALSE00007116692025-05-232025-05-23

Date of Report (Date of earliest event Reported): May 23, 2025

(Exact Name of Registrant as Specified in its Charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As of May 22, 2025, Edward P. Loomis, Jr. retired from service as a member of the Board of Directors of Colony Bankcorp, Inc. (the “Company”) and Colony Bank (the “Bank”), as previously disclosed in the Company’s Current Report on Form 8-K filed on March 19, 2025.

Mr. Loomis’s retirement did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

 

On May 22, 2025, the Company held its Annual Meeting. As of March 28, 2025, the record date for the Annual Meeting, 17,481,709 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. A total of 12,923,065 shares, or 73.92% of Colony's common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

The Company's shareholders voted on five proposals at the Annual Meeting. The final results of the votes, including the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter are as follows:

Proposal 1. The election of eight directors to constitute the Company's Board of Directors to serve until the 2026 annual meeting of shareholders and until their successors are elected and qualified: 

  

Proposal 2. The approval of an advisory “say on pay” resolution supporting the compensation plan for the Company’s named executive officers: 

Proposal 3. The frequency of a shareholder advisory vote on executive compensation: 

Proposal 4. The approval of The Colony Bankcorp, Inc. Stock Purchase Plan: 

Proposal 5. The ratification of the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2025:

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.