OHIO VALLEY BANC CORP 8-K

What Happened

• On May 13, 2026, Ohio Valley Banc Corp. (OVBC) announced Board leadership changes: K. Ryan Smith was appointed Chairman of the Board (succeeding Thomas E. Wiseman, who retired effective at the 2026 annual meeting), and Ryan J. Jones was elected President of OVBC and The Ohio Valley Bank Company and appointed to the OVBC Board effective immediately after the meeting. Larry E. Miller, II remains Chief Executive Officer.
• The Board also adopted limited amendments to OVBC’s Code of Regulations (Sections 3.01 and 3.04) clarifying that the Chairman serves at the pleasure of the Board and is not automatically an officer. OVBC issued a related press release on May 15, 2026.

Key Details

• Annual meeting date: May 13, 2026; shares outstanding at record date (Mar 20, 2026): 4,711,001; shares represented at the meeting: 3,221,388 (68.38%).
• Director election results (term expiring 2029): Kimberly A. Canady — 2,847,766 for / 29,190 withheld / 344,432 broker non-votes; Seth I. Michael — 2,857,642 for / 19,314 withheld / 344,432 broker non-votes; Brent A. Saunders — 2,430,262 for / 446,694 withheld / 344,432 broker non-votes.
• Say-on-pay (non-binding) vote: 2,685,243 for / 183,961 against / 7,752 abstain / 344,432 broker non-votes.
• Auditor ratification: Plante & Moran, PLLC ratified as independent auditor — 3,207,450 for / 6,538 against / 7,400 abstentions.
• Ryan J. Jones (age 48) background: Chief Operating and Risk Officer since May 2022; previously Vice President of OVBC (Aug 2016–May 2022); appointed to board class expiring 2029; no related-party transactions reported.

Why It Matters

• Leadership and governance: The appointment of a new chairman and promotion of an internal executive to president indicate continuity in management while clarifying the chairman’s role in OVBC’s governance. Investors should note the CEO (Larry E. Miller, II) remains in place, so strategic continuity at the executive level is maintained.
• Shareholder approval signals: The shareholder votes show broad support for the auditor and the company’s executive compensation policy (non-binding), though one director (Brent A. Saunders) received substantially more withheld votes than the others. Meeting turnout was about 68%, providing a clear shareholder mandate for the ratified matters.