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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 19, 2024

OHIO VALLEY BANC CORP.
(Exact Name of Registrant as Specified in Its Charter)

000-20914
(Commission File Number)

Ohio
31-1359191
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

420 THIRD AVENUE, PO BOX 240
GALLIPOLIS, Ohio 45631
(Address of principal executive offices, including zip code)

(740) 446-2631
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Shares, without par value
OVBC
NASDAQ

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. ☐



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

On March 19, 2024, the Board of Directors of Ohio Valley Banc Corp. (the “Company”) unanimously elected Seth I. Michael to serve on the Board of Directors of the Company effective April 1, 2024. Mr. Michael will serve in the class of directors whose terms expire at the annual meeting of shareholders in 2026. On March 19, 2024, Mr. Michael was also elected to serve on the Board of Directors of The Ohio Valley Bank Company (the “Bank”), a wholly-owned subsidiary of the Company, effective April 1, 2024. Mr. Michael was appointed to the Trust Committee of the Bank effective April 1, 2024.

In his capacity as a non-employee director of the Company, Mr. Michael will receive the director fees and benefits that other non-employee directors receive, as disclosed in Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”). He is expected to execute an agreement under the Director Retirement Plan in the form of the agreement attached as Exhibit 10.3(a) to the 2024 10-K.

The Bank has banking transactions in the ordinary course of the Bank’s business with Mr. Michael and his family members and entities with which they are associated. All loans by the Bank in which Mr. Michael or any “related person” within the meaning of Item 404(a) of Regulation S-K of the Securities and Exchange Commission has or will have a direct or indirect material interest since the beginning of fiscal year 2023 (a) were not disclosed as nonaccrual, past due, restructured or potential problems; (b) were made in the ordinary course of business; (c) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank; and (d) did not involve more than the normal risk of collectability or present other unfavorable features.

A copy of a press release issued to announce Mr. Michael’s election is attached hereto as an exhibit and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits – The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit Number
  
Description
     
99.1
  
Press release issued on March 20, 2024.




SIGNATURES

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 thereunto duly authorized.




     
OHIO VALLEY BANC CORP.
 
Date:
March 20, 2024
By:
 /s/Larry E. Miller, II
     
Larry E. Miller, II
President and Chief Executive Officer









EXHIBIT INDEX



Exhibit Number
  
Description
     
99.1
  
Press release issued on March 20, 2024.





EX-99.1 2 sec8kmichaelelect031924ex99.htm PRESS RELEASE TO ANNOUNCE ELECTION OF S MICHAEL AS DIRECTOR 03/19/24
EXHIBIT 99.1

PRESS RELEASE
March 20, 2024  |  For  immediate release
Contact: Bryna Butler, Ohio Valley Bank, (740) 578-3400, E-mail: bsbutler@ovbc.com

Seth Michael Joins Ohio Valley Bank Board of Directors

JACKSON, Ohio - Thomas E. Wiseman, chairman of the board, announced the election of Seth I. Michael to the Boards of Directors of Ohio Valley Banc Corp. (OVBC) [Nasdaq: OVBC] and Ohio Valley Bank during the meeting of the board held March 19. Michael’s tenure will begin April 1.
 Wiseman commented, “We are always pleased to find hometown talent to help guide the company. Seth, having capably traversed the worlds of politics, real estate, and sales, brings a trifecta of practical work experience to our trusted financial institution. He is also someone who lives our Community First! mission through his tireless efforts as a coach and volunteer for youth sports.”
Michael currently works as the clerk of courts in Jackson County, Ohio. In this role he is the record keeper for the court, director of the auto title office, and the local deputy registrar of the Ohio Bureau of Motor Vehicles. His passion for civic service is unparalleled. At the early age of 19, he ran for his first position in public office and has held elected positions ever since. He is also an experienced licensed auctioneer and licensed real estate sales agent.
Michael is a graduate of Oak Hill High School and holds a bachelor’s degree in integrated social studies from the University of Rio Grande. He is also a graduate of The Nashville Auction School and Hondros College.
He and his family reside in Jackson, Ohio. In his community, he serves as a member of the Jackson County Community Fund Board. He has been a coach for youth sports and a referee and member of the Ohio High School Athletic Association. He actively attends Christ Church and has served as the auctioneer for various charitable events. He also holds membership in several professional boards.
“I believe that my community outreach as well as my diverse professional work experience have provided me with a solid foundation to represent Ohio Valley Bank,” commented Michael.
Ohio Valley Banc Corp. common stock is traded on The NASDAQ Global Market under the symbol OVBC. The holding company owns The Ohio Valley Bank Company with 17 offices in Ohio and West Virginia, and Loan Central, Inc. with six consumer finance offices in Ohio. Learn more about Ohio Valley Banc Corp. at www.ovbc.com.