AROW 8-K
Arrow Financial Corp (AROW)
8-K
2025-06-04
For: 2025-06-04
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: June 4, 2025
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | ||||||||||||||
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||
| Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | ☐ | |||||||
Item 5.07 - Submission of Matters to a Vote of Security Holders.
Arrow Financial Corporation (the "Company") held its 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") on June 4, 2025. At the 2025 Annual Meeting, our shareholders (1) elected to the board of directors four Class C directors with terms expiring in 2028, one Class A director with their term expiring in 2026 and one Class B director with their term expiring in 2027; (2) approved on an advisory basis the Company's 2024 executive compensation; and (3) ratified the selection of the independent registered public accounting firm, Crowe LLP, as our independent auditor for the fiscal year ending December 31, 2025. The three foregoing proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 24, 2025. As of the record date, April 7, 2025, there were 16,670,684 shares of the Company's common stock outstanding and entitled to vote. The holders of 12,846,438 shares of common stock, representing 77.06% of the outstanding shares entitled to vote as of the record date, were represented at the 2025 Annual Meeting, either virtually or by proxy, and this amount represented a quorum.
The matters acted upon at the 2025 Annual Meeting, and the voting tabulation for each matter, are as follows:
1.The election of four (4) directors to Class C, for a term of three (3) years and/or until their successors shall have been elected and qualified, one (1) director to Class A for a term of one (1) year and/or until their successor shall have been elected and qualified and one (1) director to Class B for a term of two (2) years and/or until their successor shall have been elected and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Class C Director Nominees: | |||||||||||
| Tenée R. Casaccio | 9,211,046 | 551,725 | 3,083,667 | ||||||||
| James M. Dawsey | 9,207,144 | 555,627 | 3,083,667 | ||||||||
| Philip C. Morris | 9,420,659 | 342,112 | 3,083,667 | ||||||||
| Colin L. Read, Ph.D. | 8,881,824 | 880,947 | 3,083,667 | ||||||||
| Class A Director Nominee: | |||||||||||
| Daniel J. White | 9,465,581 | 297,190 | 3,083,667 | ||||||||
| Class B Director Nominee: | |||||||||||
| Kristine D. Duffy, Ed.D. | 9,384,378 | 378,393 | 3,083,667 | ||||||||
2. The approval, on an advisory basis, of the Company’s 2024 executive compensation.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| Common Stock Voted On: | ||||||||||||||
| Executive Compensation | 8,866,974 | 679,350 | 216,447 | 3,083,667 | ||||||||||
3. The ratification of the selection of the independent registered public accounting firm, Crowe LLP, as the Company's independent auditor for the fiscal year ending December 31, 2025.
| Common Stock Voted On: | Votes For | Votes Against | Abstain | ||||||||
| Crowe LLP | 12,399,085 | 396,130 | 51,223 | ||||||||
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.
ARROW FINANCIAL CORPORATION | |||||||||||
Date: | June 4, 2025 | By: | /s/ Penko Ivanov | ||||||||
| Penko Ivanov Chief Financial Officer | |||||||||||