GBank Financial Holdings Inc.
For the period ended Jun 23, 2025. Filed Jul 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 23, 2025 · Filed Jul 2, 2025
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DEF 14A 1 gbfh_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.____)
Filed by the Registrant ☒
Filed by a Party of other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential for Use of the Commission Only (as permitted by Rule 14s-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a‑12 |
GBank Financial Holdings Inc.
(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 the appropriate box):
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|---|---|
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Dear Stockholder:
We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GBank Financial Holdings Inc. (the “Company”) to be held solely by means of remote communications on Friday, August 1, 2025 at 2:00 p.m., Pacific Time.
The purposes of the Annual Meeting are set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.
In accordance with Nevada law and the Bylaws of the Company, and in order to provide expanded access, improved communication and cost savings for our stockholders, we are holding our Annual Meeting in a virtual meeting format only. We believe that hosting a virtual Annual Meeting will also enable more of our stockholders to attend and participate in the Annual Meeting since our stockholders can participate from any location around the world with internet access. Stockholders may attend and participate in the Annual Meeting by means of remote communication by logging onto the virtual meeting platform athttps://us02web.zoom.us/j/85617829948?pwd=c2JXOXdKaGEyeGczeHBJZlI0RFNUQT09 with the Zoom video conference ID of 856 1782 9948 and the Zoom meeting password of 066066. You may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. Those planning to participate in the Annual Meeting should connect to the virtual meeting platform at least 15 minutes prior to the start of the Annual Meeting. If you would like to ask a question for discussion at the Annual Meeting, please submit your question to sferguson@g.bank by Wednesday, July 30, 2025 at 5:00 p.m., Pacific Time.
The enclosed Notice of 2025 Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. During the Annual Meeting we will also report on the Company’s results of operations. Also enclosed for your review is the Company’s Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance.
Only stockholders of record at the close of business on June 13, 2025, the record date, will be entitled to receive notice of and to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the Annual Meeting. Alternatively, you may vote via the Internet or by telephone. Instructions and applicable deadlines for voting via the Internet or by telephone are set forth on the enclosed proxy card. You may revoke your proxy at any time before its exercise, and you may attend the Annual Meeting and vote virtually, even if you have previously returned your proxy card or voted via the Internet or by telephone. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder and to register in advance to vote virtually at the Annual Meeting.
We thank you for your prompt attention to this matter and appreciate your support.
Sincerely,
Edward M. Nigro
Executive Chairman
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of GBank Financial Holdings Inc.:
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GBank Financial Holdings Inc. (the “Company”) will be held solely by means of remote communications on Friday, August 1, 2025 at 2:00 p.m., Pacific Time, for the following purposes:
| 1. | To elect three (3) Class III directors to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders or each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal from office; |
| 2. | To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025; and |
| 3. | To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. |
In accordance with Nevada law and the Bylaws of the Company, and in order to provide expanded access, improved communication and cost savings for our stockholders, we are holding our Annual Meeting in a virtual meeting format only.You will not be able to attend the Annual Meeting in-person.
We believe that hosting a virtual Annual Meeting will also enable more of our stockholders to attend and participate in the Annual Meeting since our stockholders can participate from any location around the world with internet access. Stockholders may attend and participate in the Annual Meeting by means of remote communication by logging onto the virtual meeting platform athttps://us02web.zoom.us/j/85617829948?pwd=c2JXOXdKaGEyeGczeHBJZlI0RFNUQT09 with the Zoom video conference ID of 856 1782 9948 and the Zoom meeting password of 066066. You may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. Those planning to participate in the Annual Meeting should connect to the virtual meeting platform at least 15 minutes prior to the start of the Annual Meeting. If you would like to ask a question for discussion at the Annual Meeting, please submit your question to sferguson@g.bank by Wednesday, July 30, 2025 at 5:00 p.m., Pacific Time.
Only stockholders of record at the close of business on June 13, 2025, the record date, will be entitled to receive notice of and to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the Annual Meeting. Alternatively, you may vote via the Internet or by telephone. Instructions and applicable deadlines for voting via the Internet or by telephone are set forth on the enclosed proxy card.
By Order of the Board of Directors,
Edward M. Nigro
Executive Chairman
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Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders To Be Held on August 1, 2025: electronic copies of the Notice of 2025 Annual Meeting of Stockholders, the proxy statement, and our 2024 Annual Report to Stockholders are available at https://www.gbankfinancialholdings.com/annual-meeting and on the “SEC Filings” page of the Company’s Investor Relations website at www.gbankfinancialholdings.com.
Your Vote is Important
A proxy card is included with this Proxy Statement. Whether or not you plan to attend the Annual Meeting by means of remote communication, please vote by completing, signing and dating the proxy card and promptly mailing it or via the Internet pursuant to the instructions provided on the enclosed proxy card. You may revoke your proxy card in the manner described in the Proxy Statement at any time before it is exercised. See “About the Annual Meeting” for more information on how to vote your shares or revoke your proxy.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.