Ohio Valley Banc Corp Elects New Director and Amends Bylaws

GALLIPOLIS, Ohio — Ohio Valley Banc Corp elected one new director and approved amendments to its articles of incorporation and bylaws at the company's annual meeting of shareholders held on May 13, 2026, according to an 8-K filed with the SEC on May 15, 2026.

The filing discloses actions under four items: 5.02 for the election of directors, 5.03 for amendments to articles of incorporation or bylaws, 5.07 for submission of matters to a vote of security holders, and 9.01 for financial statements and exhibits.

Item 5.02 identifies the individual elected, the board role, the effective date of May 13, 2026, and confirms no prior service on the board. The company did not report any departures of directors or principal officers in the filing.

Ohio Valley Banc Corp has approximately 4.7 million shares of common stock outstanding. The shareholder vote directly affects board oversight of the bank's operations, which include commercial and consumer lending across southern Ohio and northern West Virginia. The approved amendments update procedural rules for shareholder meetings, director qualifications, and board committee structures.

The operational change replaces the prior version of the articles and bylaws with the newly approved texts effective May 13, 2026. The company must now incorporate the amended documents into its next quarterly or annual report and retain them as exhibits for any future SEC filings.

The new director assumes full fiduciary duties immediately, triggering standard SEC Form 3 or Form 4 reporting obligations within the required two-business-day window for initial statements of beneficial ownership.

Downstream, the bylaw amendments establish updated timelines for advance notice of shareholder proposals and director nominations that will govern the 2027 annual meeting cycle. The board must align internal policies with the revised documents within standard regulatory compliance periods.

Any future changes to director compensation or committee charters will reference the new framework. The filing also obligates the company to deliver the approved amendments to Nasdaq or other listing authorities if required under exchange rules.

This marks the first board-level governance filing by Ohio Valley Banc Corp in 2026. The company last reported annual meeting results and governance updates in its proxy statement and 8-K from May 2025. The Form 8-K includes the amended documents and voting results as exhibits per Item 9.01.