United States

Securities And Exchange Commission
Washington, D.C. 20549




Current Report

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


Date of Report (Date of earliest event reported): May 21, 2014


Landmark Bancorp, Inc.
(Exact name of registrant as specified in its charter)


Delaware 0-33203 43-1930755
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)


701 Poyntz Avenue
Manhattan, Kansas 66502
(Address of principal executive offices) (Zip code)


(785) 565-2000
(Registrant’s telephone number, including area code)



(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 (see General Instruction A.2. below):


¨ 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))





Item 5.07. Submission of Matters to a Vote of Security Holders.


On May 21, 2014, the Company held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 3,174,640 shares of common stock eligible to vote at the Annual Meeting, 2,682,361 shares were represented in person or by proxy, representing approximately 84.5% of the outstanding shares. The final results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:


1)Election of three Class I members of the Board to serve a three-year term expiring in 2017:


Name Votes For Votes Against Abstentions Broker Non-Votes
Brent A. Bowman 1,567,374 270,709 37,777 806,501
Sarah Hill-Nelson 1,694,361 143,298 38,201 806,501
David H. Snapp 1,830,943     3,123 41,794 806,501



2)Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014:


Votes For Votes Against Abstentions Broker Non-Votes
2,630,729 13,681 37,951 -







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.



Date: May 23, 2014 Landmark Bancorp, Inc.
  By:  /s/ Mark A. Herpich



Mark A. Herpich
Vice President, Secretary, Treasurer and Chief Financial Officer