ALRS 8-K
Alerus Financial Corp (ALRS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 12, 2024, Alerus Financial Corporation, a Delaware corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated May 14, 2024 (the “Merger Agreement”), by and between the Company and HMN Financial, Inc., a Delaware corporation (“HMNF”), pursuant to which HMNF will merge with and into the Company, with the Company as the surviving corporation (the “Merger”).
The record date for determination of stockholders entitled to vote at the Special Meeting was the close of business on July 25, 2024. There were 19,911,003 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Special Meeting, the holders of 15,327,303 shares, or approximately 76.98 percent of the outstanding shares of the Company’s common stock, par value $1.00 per share (“Company common stock”), were represented in person or by proxy, which constituted a quorum for the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Company’s Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on July 31, 2024, were as follows:
Proposal 1: The approval and adoption of the Merger Agreement, pursuant to which HMNF will merge with and into the Company, and the transactions contemplated therein, including the issuance of Company common stock pursuant to the Merger Agreement (the “Merger Proposal”):
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 14,996,524 | 186,220 | 144,559 | 0 | |||||||||||
Proposal 2: The approval of the adjournment of the Special Meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the Merger Proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 14,457,073 | 698,480 | 171,749 | 0 | |||||||||||
Completion of the Merger remains subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SignatureS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | September 13, 2024 | Alerus Financial Corporation |
| By: | /s/ Katie A. Lorenson | |
| Name: | Katie A. Lorenson | |
| Title: | President and Chief Executive Officer |