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 20, 2015


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 20, 2015, the Company held its Annual Meeting of Stockholders in Manhattan, Kansas. Of the 3,337,424 shares of common stock eligible to vote at the Annual Meeting, 2,947,713 shares were represented in person or by proxy, representing approximately 88.3% 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 II members of the Board to serve a three-year term expiring in 2018:


Name Votes For Votes Against Abstentions Broker Non-Votes
Richard A. Ball 2,102,334 18,878   15,135 811,366
Susan E. Roepke 2,094,578 22,209   19,560 811,366
Wayne R. Sloan 1,961,966 17,674 156,707 811,366


2)Approval of the Landmark Bancorp, Inc. 2015 Stock Incentive Plan:


Votes For Votes Against Abstentions Broker Non-Votes
1,772,089 238,490 125,768 811,366


3)Ratification of the appointment of Crowe Chizek LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015:


Votes For Votes Against Abstentions Broker Non-Votes
2,915,351 18,055 14,307 -






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 21, 2015 Landmark Bancorp, Inc.
  By:  /s/ Mark A. Herpich
Mark A. Herpich
Vice President, Secretary, Treasurer and Chief Financial Officer