UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective April 16, 2024, the Board of Directors (the “Board”) of Uwharrie Capital Corp (the “Company”) amended the Company’s Bylaws. A description of the amendments follows. A copy of the Company’s Bylaws, as amended, is included as Exhibit 3.1 to this Current Report on Form 8-K.
Article V, Section 13. This section previously authorized the Human Resources and Compensation Committee (the “Committee”) of the Board to make recommendations to the Board relating to total compensation of all officers. The amendments clarify that the term “officers” used in this section of the Bylaws refers to those officers as defined in Securities and Exchange Commission Rule 16a-1(f) (the “Section 16 Officers”).
Article VI, Section 3. This section previously stated that the compensation of all officers will be fixed by or under the authority of the Board. As amended, this section provides that the compensation of the Section 16 Officers will be fixed by or under the authority of the Board and that the compensation of all officers other than the Section 16 Officers will be fixed by officers of the Company appointed by the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1 |
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104 |
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Cover page interactive data file (embedded within the Inline XBRL document) |
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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.
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UWHARRIE CAPITAL CORP |
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Date: April 19, 2024 |
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By: |
/s/ Heather H. Almond |
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Heather H. Almond |
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Principal Financial Officer |