STOCK TITAN
  1. Home
  2. Sec-filings
  3. OVBC
  4. [8-K] OHIO VALLEY BANC CORP Reports Material Event

Ohio Valley Banc Corp. (NASDAQ: OVBC) shifts leadership and plans new loan offices

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ohio Valley Banc Corp. reported leadership and governance changes alongside routine shareholder voting results. The board appointed K. Ryan Smith as the company’s first independent chairman, succeeding long-time chairman Thomas E. Wiseman, who remains a director. Ryan J. Jones was elected president of OVBC and The Ohio Valley Bank Company and added to both boards, while Larry E. Miller II continues as chief executive officer.

The board amended OVBC’s Code of Regulations to clarify that the chairman serves at the board’s pleasure and is not automatically an officer. At the 2026 annual meeting, shareholders elected three directors for terms expiring in 2029, approved executive compensation in an advisory vote, and ratified Plante & Moran, PLLC as independent auditor for 2026. OVBC also highlighted plans for expansion, including a new loan office in Charleston, West Virginia, and early-stage planning for locations in South Bloomfield and Ironton, Ohio.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 4,711,001 shares Common shares outstanding and entitled to vote as of March 20, 2026
Shares represented 3,221,388 shares Shares present or by proxy at 2026 annual meeting (68.38% turnout)
Say-on-pay support 2,685,243 for vs. 183,961 against Advisory vote on executive compensation at 2026 annual meeting
Auditor ratification votes 3,207,450 for Ratification of Plante & Moran, PLLC for fiscal year 2026
Bank assets $1.5 billion Assets of The Ohio Valley Bank Company community bank
Bank offices 18 offices Ohio Valley Bank offices in Ohio and West Virginia
Loan Central offices 6 offices Consumer finance locations operated by Loan Central, Inc. in Ohio
independent chairman financial
"was named OVBC’s first independent chairman of the board"
An independent chairman is the leader of a company's board of directors who is not part of day-to-day management and has no significant ties that could compromise impartiality; their role is to run board meetings, set agendas, and oversee executives on behalf of shareholders. For investors, an independent chairman is like a neutral referee who helps limit insider influence, improve transparency and accountability, and reduce the risk that management decisions favor insiders over shareholders.
Code of Regulations regulatory
"the Board adopted and approved amendments to OVBC’s Code of Regulations"
non-binding vote regulatory
"shareholders approved, in a non-binding vote, the compensation"
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the selection of Plante & Moran, PLLC as OVBC’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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): May 13, 2026

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. ☐



Section 5 – Corporate Governance and Management
 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 13, 2026, the Board of Directors (the “Board”) of Ohio Valley Banc Corp. ("OVBC") and The Ohio Valley Bank Company (the "Bank") appointed K. Ryan Smith as Chairman of the Board of OVBC and the Bank, a role previously held by Thomas E. Wiseman, who, as previously announced, retired as chairman effective as of  OVBC’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”).
 
At the same meeting, the Board elected Ryan J. Jones as President of OVBC and the Bank, a role previously held by Larry E. Miller, II, who will continue to serve as the Chief Executive Officer of OVBC and the Bank. Also, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board appointed Mr. Jones as a director of OVBC and the Bank to fill the vacancy created by the previously announced retirement of  David W. Thomas as of the 2026 Annual Meeting. The appointment of Mr. Jones was effective immediately following the 2026 Annual Meeting, and Mr. Jones will serve as a member of the class of directors whose terms expire at OVBC’s 2029 annual meeting of shareholders.  [Mr. Jones has not been appointed to any committees of the Board at this time.]
 
There are no arrangements or understandings between Mr. Jones and any person pursuant to which Mr. Jones was selected as a director, and no family relationships exist between Mr. Jones and any director or executive officer of OVBC.  OVBC has determined that neither Mr. Jones nor any of his immediate family members has had (or proposes to have) a direct or indirect interest in any transaction in which OVBC or any of its subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Regulation S-K.
 
 Mr. Jones, age 48, has been Chief Operating and Risk Officer of OVBC and the Bank since May 2022 and served as Vice President of OVBC from August 2016 to May 2022. He served as Senior Vice President, Chief Risk Officer of the Bank from June 2017 to May 2022.  Mr. Jones has been Chairman of the Board of OVBC’s subsidiary, Loan Central, Inc. since May 2022, serving as a Director since May 2018.

 OVBC issued a press release on May 15, 2026 to discuss these new officer appointments.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2026, the Board adopted and approved amendments to OVBC’s Code of Regulations as permitted by Section 6.01 thereof (the “Regulations”). The only amendments were to Sections 3.01 and 3.04 of the Regulations to clarify that the Chairman of the Board serves at the pleasure of the Board and will not automatically be deemed an officer of OVBC.
The foregoing summary of the amendments to the Regulations does not purport to be a complete summary and is qualified in its entirety by reference to the full text of the Regulations, as amended, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.



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

OVBC held its 2026 Annual Meeting on May 13, 2026.  At the close of business on March 20, 2026, there were 4,711,001 common shares outstanding and entitled to vote. At the 2026 Annual Meeting, 3,221,388, or 68.38%, of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the proposals voted upon by the shareholders and the final voting results for each such matter are set forth below. The proposals are also described in detail in OVBC’s Proxy Statement filed with the SEC on April 2, 2026.

Proposal 1

OVBC’s shareholders elected three individuals to the Board of Directors for a term expiring in 2029, as set forth below:

 
Name
 
Votes For

Votes Withheld

Broker Non-Votes
  
Kimberly A. Canady
2,847,766
29,190
344,432
  
Seth I. Michael
2,857,642
19,314
344,432
  
Brent A. Saunders
2,430,262
446,694
344,432
  

Proposal 2

OVBC’s shareholders approved, in a non-binding vote, the compensation of OVBC’s named executive officers, as set forth below:


 
 
Votes For
 
Votes Against
 
Abstentions

Broker Non-Votes
  
 
2,685,243
183,961
7,752
344,432
  

Proposal 3

OVBC’s shareholders ratified the selection of Plante & Moran, PLLC as OVBC’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

 
Votes For
Votes Against
Abstentions
    
 
3,207,450
6,538
7,400
    




Item 9.01.  Financial Statements and Exhibits

(a)  Not applicable

(b)  Not applicable

(c)  Not applicable

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

Exhibit Number
  
Description
     
99.1
  
Press release issued by Ohio Valley Banc Corp. on May 15, 2026.
 
3.1
  
Amended and Restated Code of Regulations

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)





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: May 15, 2026
  
By:
/s/Larry E. Miller
     
Larry E. Miller
     
Chief Executive Officer


Exhibit 99.1

Promotions, Retirements and a New Loan Office for OVBC
GALLIPOLIS, Ohio¾ Ohio Valley Banc Corp. (Nasdaq: OVBC) recognized Thomas E. Wiseman’s previously announced retirement as chairman of the board at OVBC’s shareholders meeting on May 13, 2026.

Wiseman was a founding board member of Ohio Valley Banc Corp. in 1992. He joined the board of The Ohio Valley Bank Company (OVB) the same year. At the time, he was president of The Wiseman Agency, representing the third generation operating the multi-line independent insurance agency started by his grandfather in 1928. Over the next years, Wiseman’s role at OVB grew, leading him from the position of lead independent director to president and chief executive officer, and lastly chairman of the board.

Under his direction, OVBC surpassed one-billion dollars in assets. His anthem of putting “Community First” inspires bankers and customers alike. Though stepping down from his role as chairman, Wiseman will remain a member of the board of directors of both OVBC and OVB.

Reflecting upon the Board’s decision to appoint Mr. Smith, Wiseman stated, “At the company’s organizational meeting, the Board determined that it was time to move from a lead independent director governance structure to an independent chairman governance structure as many other publicly traded companies have.”

K. Ryan Smith, a director of OVBC since 2021, was named OVBC’s first independent chairman of the board. Smith is president of the University of Rio Grande and Rio Grande Community College. He is a graduate of Gallia Academy High School and holds a bachelor’s degree in finance from The Ohio State University.

Smith, a native of Gallia County, Ohio, spent the first 23 years of his career working as vice president and partner of Smith Financial Advisors. The family-run business managed wealth for individuals throughout the region. His desire for public service led him to his election to the Ohio State House of Representatives, where he served as finance chairman and ultimately Speaker of the House before stepping down to serve in his current role at the university. He will continue in his role as president at the university and community college while also serving as OVBC chairman.

He and his wife of 29 years, Vicki, are the proud parents of four children. Over the years, Smith has served his community well in leadership roles with the Gallia County Chamber of Commerce, Holzer Health System, and the National Association of Intercollegiate Athletics. He is currently a member of the Gallia County Community Improvement Corporation.

Wiseman further commented, “Teamed with a strong CEO as we have in Larry Miller, together, they will provide leadership and strategic vision ensuring your company’s continued success.”

The position of lead director was eliminated upon the retirement of David W. Thomas, who earlier this year notified the board of his intent to retire at the 2026 annual meeting. Thomas, former chief examiner of the Ohio Department of Commerce, Division of Financial Institutions, has been a vital asset to the board with his wealth of knowledge and expertise in the field of banking. As a member of the board for more than 18 years, Thomas served on the executive, audit, enterprise risk and nominating committees. He also was the chair of the audit and enterprise risk committee.

In addition, Thomas has been an active member of the community for many years. From coaching and umpiring youth baseball to being a member of the Heritage Christian Church, he has exemplified what it means to put “Community First.” He currently resides in Westerville, Ohio, with his wife, Peggy, and enjoys spending time with his four children and five grandchildren.

Larry E. Miller II, OVB chief executive officer, announced that Ryan J. Jones has been named as the company’s new president. Jones will also resume his responsibilities as chief operating officer. Jones began his career in banking in 1999 with Milton Bank. While there, he fulfilled many roles, including BSA officer, compliance officer, audit liaison, loan officer, security officer, operations officer, and chief operating officer. In 2008, Jones became a member of the Milton Banking Company Board of Directors, where he served as secretary. When Milton Bank merged with OVB in 2016, he served as the OVB chief risk officer before later accepting the role of chief operating officer and risk officer in 2022.

Jones, a lifelong Jackson, Ohio, resident, graduated from Jackson High School and obtained his degree in business management from the University or Rio Grande. He is also a graduate of the Ohio Bankers League Bank Leadership Institute. In addition, Jones has completed the Metavante Regulatory Services Advanced Compliance School, Advanced Deposit and Operations School and Advanced Loan School. He also completed the Community Bankers Association Consumer Lending Institute.

Outside of the financial world, Jones is a very active member of the community as he currently serves on the Jackson Area Festival Events (JAFE), Jackson Apple Festival, Jackson Bullpen Club, and is a Holzer Heritage Foundation Board Member. He enjoys spending time with his wife Aimee, and their two children.

CEO Miller also announced that a new OVB Loan Office will be opening in Charleston, West Virginia, this summer. New locations in South Bloomfield and Ironton, Ohio, are also in the early planning stages.

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, a $1.5 billion asset community bank with 18 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.

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did Ohio Valley Banc Corp. (OVBC) announce in this 8-K?

OVBC named K. Ryan Smith as independent chairman and Ryan J. Jones as president. Smith succeeds long-time chairman Thomas E. Wiseman, who remains a director, while CEO Larry E. Miller II continues leading the company and the bank.

How did Ohio Valley Banc Corp. (OVBC) shareholders vote on director elections in 2026?

Shareholders elected three directors to terms expiring in 2029. Vote totals included 2,847,766 to 2,857,642 votes for two nominees with low withhold levels, and 2,430,262 votes for the third, all with 344,432 broker non-votes recorded.

Did Ohio Valley Banc Corp. (OVBC) shareholders approve executive compensation in 2026?

Yes. In a non-binding advisory vote, shareholders approved compensation for named executive officers with 2,685,243 votes for, 183,961 against, 7,752 abstentions, and 344,432 broker non-votes, indicating broad but not unanimous support for the pay program.

Which auditor did Ohio Valley Banc Corp. (OVBC) shareholders ratify for fiscal 2026?

Shareholders ratified Plante & Moran, PLLC as OVBC’s independent registered public accounting firm for the year ending December 31, 2026, with 3,207,450 votes for, 6,538 against, and 7,400 abstentions, reflecting strong overall support for the auditor selection.

What changes were made to Ohio Valley Banc Corp.’s Code of Regulations?

The board amended Sections 3.01 and 3.04 of the Code of Regulations to clarify that the chairman of the board serves at the board’s pleasure and is not automatically considered an officer of OVBC, refining the company’s governance structure.

Is Ohio Valley Banc Corp. (OVBC) planning any branch or loan office expansion?

Yes. OVBC announced a new Ohio Valley Bank loan office opening in Charleston, West Virginia, this summer. The company is also in early planning stages for new locations in South Bloomfield and Ironton, Ohio, supporting its regional community banking footprint.

How many shares were eligible and represented at OVBC’s 2026 annual meeting?

At the March 20, 2026 record date, 4,711,001 common shares were outstanding and entitled to vote. At the annual meeting, 3,221,388 shares, or 68.38% of eligible shares, were represented in person or by proxy, providing a solid participation level.

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents