RED RIVER BANCSHARES INC

DEF 14A 1 rrbi2024proxy.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATIONProxy Statement pursuant to Section 14(a) of theSecurities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 2, 2024

TO THE SHAREHOLDERS OF RED RIVER BANCSHARES, INC.:

The annual meeting of the shareholders of Red River Bancshares, Inc. is scheduled to be held virtually on Thursday, May 2, 2024, beginning at 2:00 p.m. Central Daylight Time. Pursuant to Louisiana Revised Statutes 12:1-709 and Red River Bancshares, Inc.’s bylaws, we have elected to hold our annual meeting in a virtual meeting format only, via a live webcast in which all shareholders as of the record date for the meeting can attend and participate. You will not be able to attend the annual meeting physically in person. Our virtual meeting format has been adopted by a number of public companies like ours, and we have engaged a nationally recognized platform provider to assist us with our virtual meeting process.

To attend the annual meeting, you must register in advance atwww.proxydocs.com/RRBI prior to the registration deadline of Wednesday, May 1, 2024 at 2:00 p.m. Central Daylight Time. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you access to the annual meeting and permit you to submit written questions or statements during the meeting. You may also submit written questions or statements through the registration website until the registration deadline for the meeting. Questions or statements received from shareholders that are relevant to the business to be conducted at the annual meeting will, if appropriate, be read aloud and answered during the meeting. You will also be able to vote your shares electronically during the live webcast of the meeting. If you do not register to attend the meeting in advance of the May 1, 2024 registration deadline, you will not be admitted to the live webcast.

At the meeting, you will be asked to consider and vote upon the following:

1. A proposal to elect 11 directors; and

2. A proposal to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2024.

You may also be asked to consider any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

We have fixed the close of business on March 1, 2024 as the record date for the annual meeting. Accordingly, only shareholders of record as of that date are entitled to notice of, to attend, and to vote at, the virtual annual meeting and any adjournment or postponement of the meeting.

Your vote is very important, and you are cordially invited to attend the virtual annual meeting. However, whether or not you expect to attend the meeting, we urge you to sign, date, and return the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting and that your shares are voted in accordance with your wishes. For your convenience, we have enclosed a self-addressed, stamped envelope for the return of your proxy card. Internet voting of your proxy in advance of the annual meeting is also available. Please see the instructions on your proxy card. Your prompt response will help reduce proxy solicitation costs, which are paid for by us. Sending in your proxy will not prevent you from voting your stock at the meeting if you desire to do so, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted at the meeting in the manner described in the proxy statement.

The date of this proxy statement is March 15, 2024, and it is first being mailed or delivered to shareholders on March 20, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

R. Blake Chatelain

President and Chief Executive Officer

TABLE OF CONTENTS

i ii

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

to be held on Thursday, May 2, 2024

The date of this proxy statement is March 15, 2024

In this proxy statement, when we refer to “Red River Bancshares,” “the Company,” “our Company,” “we,” “our,” and “us,” we are referring to Red River Bancshares, Inc. When we refer to “the Bank,” we are referring to Red River Bank, our wholly-owned subsidiary.

This proxy statement contains information about the 2024 annual meeting of the shareholders of Red River Bancshares, Inc. The meeting is scheduled to be held on Thursday, May 2, 2024, beginning at 2:00 p.m. Central Daylight Time, via a live webcast. To attend, you must register in advance at www.proxydocs.com/RRBI prior to the registration deadline of Wednesday, May 1, 2024 at 2:00 p.m. Central Daylight Time. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you access to the annual meeting and permit you to submit written questions or statements during the meeting. You may also submit written questions or statements through the registration website until the registration deadline for the meeting. Questions or statements received from shareholders that are relevant to the business to be conducted at the annual meeting will, if appropriate, be read aloud and answered during the meeting. You will also be able to vote your shares electronically during the live webcast of the meeting. If you do not register to attend the meeting in advance of the May 1, 2024 registration deadline, you will not be admitted to the live webcast.

We are providing these proxy materials to you in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of shareholders and for any adjournment or postponement of the meeting.