---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-065674"
form_type: "8-K"
ticker: "FCAP"
cik: "0001070296"
company_name: "FIRST CAPITAL INC"
filed_at: "2023-05-30T23:59:59+00:00"
generated_at: "2026-06-14T11:11:42.522860+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# First Capital shareholders re-elect five directors, ratify auditor, approve say-on-pay

## Summary
- Five directors re-elected: Harrod (1.25M for), Frederick (1.31M), Moore (1.26M), Guilfoyle (1.23M), Huber (1.27M shares for).
- Ratification of Monroe Shine & Co. as auditor for FY2023: 2.41M for, 22,691 against.
- Non-binding advisory vote on executive compensation approved: 1.24M for, 194k against, 60k abstentions.
- Non-binding vote favors 'one year' frequency for future say-on-pay votes: 1.15M one year, 95k two years, 136k three years.

## SEC filing metadata
- accession: 0001104659-23-065674
- form_type: 8-K
- ticker: FCAP
- cik: 0001070296
- company_name: FIRST CAPITAL INC
- filed_at: 2023-05-30T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1070296/000110465923065674/0001104659-23-065674-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1070296/000110465923065674/tm2317163d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-065674
- JSON: https://secwatch.observer/filing/0001104659-23-065674.json
- Plain text: https://secwatch.observer/filing/0001104659-23-065674.txt

## Key facts
- Shareholder Votes
  FIRST CAPITAL INC shareholders approved A non-binding advisory vote on the frequency of the non-binding proposal to approve Executive Compensation at the 2023-05-24 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 4. A non-binding advisory vote on the frequency of the non-binding proposal to approve Executive Cempensation. One Year Two Years Three Years Abstentions Broker Non-Votes 1,148,298 95,586 136,036 110,753 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/1070296/000110465923065674/0001104659-23-065674-index.htm
- Shareholder Votes
  FIRST CAPITAL INC shareholders approved Approval of a non-binding advisory proposal on Executive Compensation at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 3. Approval of a non-binding advisory proposal on Executive Compensation. For Against Abstentions Broker Non-Votes 1,236,340 194,130 60,203 958,454
  evidence_url: https://www.sec.gov/Archives/edgar/data/1070296/000110465923065674/0001104659-23-065674-index.htm
- Shareholder Votes
  FIRST CAPITAL INC shareholders approved Ratification of the appointment of Monroe Shine & Co. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 at the 2023-05-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 2. Ratification of the appointment of Monroe Shine & Co. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. For Against Abstentions Broker Non-Votes 2,407,361 22,691 19,075 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/1070296/000110465923065674/0001104659-23-065674-index.htm
- Shareholder Votes
  FIRST CAPITAL INC shareholders approved Election of five members of one class of the Company’s Board of Directors to serve for three years and until the election and qualification of their successors at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 1. Election of five members of one class of the Company’s Board of Directors to serve for three years and until the election and qualification of their successors: Director Nominee For Against Abstentions Broker Non-Votes William W. Harrod 1,254,240 202,980 33,452 958,454 Michael C. Frederick 1,307,807 179,992 2,874 958,454 Lou Ann Moore 1,257,003 194,949 38,721 958,454 Robert C. Guilfoyle 1,227,269 253,943 9,461 958,454 Dana L. Huber 1,267,456 219,744 3,473 958,454
  evidence_url: https://www.sec.gov/Archives/edgar/data/1070296/000110465923065674/0001104659-23-065674-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.