Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 16, 2017, effective upon completion of the merger of Tammcorp, Inc. ("Tammcorp") with and into Southern Missouri Acquisition II Corp ("Merger Sub"), a wholly owned subsidiary of Southern Missouri Bancorp, Inc. ("Southern Missouri"), and the merger of Capaha Bank, a subsidiary of Tammcorp, with and into Southern Bank, a wholly owned subsidiary of Southern Missouri, John R. Abercrombie, President and Chief Executive Officer of Tammcorp and Capaha Bank, became a director of Southern Missouri and Southern Bank. Mr. Abercrombie's term as a director of Southern Missouri will expire at the 2019 annual meeting of Southern Missouri shareholders. The Board committees to which Mr. Abercrombie will be appointed have not yet been determined. The appointment of Mr. Abercrombie as a director of Southern Missouri was contemplated by and made in accordance with the Agreement and Plan of Merger, dated as of January 11, 2017, by and between Southern Missouri and Tammcorp.
As a director of Southern Missouri and Southern Bank, Mr. Abercrombie is expected to be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Southern Missouri and Southern Bank. A description of this arrangement is contained under the heading "Compensation of Directors" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 27, 2016 and is incorporated herein by reference.
Effective June 16, 2017, Southern Missouri completed its previously announced acquisition of Tammcorp through the merger of Tammcorp with and into Merger Sub (the "Merger"), followed by the merger of Merger Sub with and into Southern Missouri. Also following the Merger, Capaha Bank was merged with and into Southern Bank.
Upon completion of the Merger, each share of Tammcorp common stock and Tammcorp Class A preferred stock (on an as-converted basis to shares of Tammcorp common stock in accordance with Tammcorp's articles of incorporation) converted into the right to receive 50.4724 shares of Southern Missouri common stock, with cash payable in lieu of fractional Southern Missouri shares, and $1,617.64 in cash (the "Merger Consideration").
Southern Missouri issued an aggregate of approximately 346,594 shares of common stock for the stock portion of the Merger Consideration and paid an aggregate of approximately $11.1 million for the cash portion of the Merger Consideration.
A copy of the press release Southern Missouri issued announcing completion of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits