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): July 26, 2017

RIVERVIEW BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington
000-22957
91-1838969
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

900 Washington Street, Suite 900, Vancouver, Washington
98660
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (360) 693-6650

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))
 
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 ÿ
 
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. ÿ
 
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders
(a)
The Annual Meeting of the Riverview Bancorp, Inc. (the "Company") was held on July 26, 2017 ("Annual Meeting").
(b)
There were a total of 22,527,401 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 15,483,652 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposal was submitted by the Board of Directors to a vote of stockholders:
Proposal 1.  Election of Directors.  The following individuals were elected as directors:
   
 
FOR
    
 
WITHHELD
    
BROKER
NON-VOTES
  
   
 
 
No. of
votes
    
Percentage
of
shares
present
    
 
 
No. of
Votes
    
Percentage
of
shares
present
    
 
 
No. of
votes
  
Patrick Sheaffer
    
13,824,540
      
89.28
      
1,659,112
      
10.72
      
--
  
Bess R. Wills
    
13,864,600
      
89.54
      
1,619,052
      
10.46
      
--
  
Bradley J. Carlson
    
13,903,760
      
89.80
      
1,579,892
      
10.20
      
--
  
John A. Karas
    
14,277,631
      
92.21
      
1,206,021
      
7.79
      
--
  
Based on the votes set forth above, Messrs. Karas was duly elected to serve as a director of the Company for a one-year term expiring at the annual meeting of stockholders in 2018 and until his respective successor has been duly elected and qualified. Based on the votes set forth above, Ms. Wills and Messrs. Sheaffer and Carlson were duly elected to serve as directors of the Company for a three-year term expiring at the annual meeting of stockholders in 2020 and until their respective successors have been duly elected and qualified.
The terms of Directors Jerry C. Olson, Gary R. Douglass, Ronald A. Wysaske, Gerald L. Nies and David Nierenberg continued.
(c) None.

Proposal 2. An advisory (non-binding) vote to approve our executive compensation.  This proposal received the following votes:
 
 
 
 
For
  
 
Percentage
of
shares
present
  
 
 
 
 
Against
  
 
Percentage
of
shares
present
  
 
 
 
 
Abstain
  
 
Percentage
of
shares
present
  
 
 
 
Broker Non-
Vote
13,534,377
  
87.41
  
1,282,180
  
8.28
  
667,095
  
4.31
  
--
Based on the votes set forth above, the compensation of the Company's named executive officers was approved by stockholders.

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Proposal 3. An advisory (non-binding) vote on how often stockholders shall vote on executive compensation.  This proposal received the following votes:
 
 
 
 
1 Year
  
 
Percentage
of
shares
present
  
2 Years
  
 
Percentage
of
shares
present
  
3 Years
  
 
Percentage
of
shares
present
  
Abstain
 
Percentage
of
shares
present
13,144,790
  
84.89
  
285,541
  
1.84
  
1,674,515
  
10.82
  
378,806
2.45
Based on the votes set forth above, the vote on how often stockholders shall vote on compensation of the Company's named executive officers was approved by stockholders to be 1 year.

Proposal 4. Adoption of the Riverview Bancorp, Inc. 2017 Equity Incentive Plan. This proposal received the following votes:
 
 
 
 
For
  
 
Percentage
of
shares
present
  
 
 
 
 
Against
  
 
Percentage
of
shares
present
  
 
 
 
 
Abstain
  
 
Percentage
of
shares
present
  
 
 
 
Broker Non-
Vote
11,895,588
  
76.83
  
3,004,355
  
19.40
  
583,709
  
3.77
  
--
Based on the votes set forth above, the Riverview Bancorp, Inc. 2017 Equity Incentive Plan was approved by stockholders.
 
(d)
In light of the voting results on Proposal 3 indicated above, the Company's Board of Directors decided that the Company will hold an annual advisory vote on the compensation of named executive officers.  The Company will continue to hold annual advisory votes until the Company's Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes, which must occur at least once every six years.









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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 hereunto duly authorized.
 
 
RIVERVIEW BANCORP, INC.
 
 
 
 
Date:  July 26, 2017
/s/Kevin J. Lycklama                                 
 
Kevin J. Lycklama
 
Chief Financial Officer
(Principal Financial Officer)
 



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