Arrow Financial Corp 8-K, filed May 6, 2021
Arrow Financial Corp (AROW)
8-K
2021-05-06
For: 2021-05-05
View Original
Added on
April 06, 2026
About this 8-K
Arrow Financial Corp filed this 8-K on May 6, 2021, reporting on events of May 5, 2021.
Items reported
- Item 5.07: Shareholder vote results
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: May 5, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
Arrow Financial Corporation (the "Company") held its 2021 Annual Meeting of Shareholders on May 5, 2021. As of the record date, March 11, 2021, there were 15,529,045 shares of the Company's common stock outstanding and entitled to vote. The holders of 11,676,904 shares of common stock, 75.19% of the outstanding shares entitled to vote as of the record date, were represented at the meeting virtually or by proxy, and this amount represented a quorum. The proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 26, 2021. At the 2021 Annual Meeting, our shareholders (1) elected four Class B directors with terms expiring in 2024 to the Board of Directors and one Class A director with a term expiring in 2023 to the Board of Directors, (2) approved on an advisory basis the Company's 2020 executive compensation, (3) approved the Arrow Financial Corporation Amended and Restated 2011 Employee Stock Purchase Plan and (4) ratified the selection of the independent registered public accounting firm, KPMG LLP, as our independent auditor for the fiscal year ending December 31, 2021.
The matters acted upon at the Annual Meeting, and the voting tabulation for each matter, are as follows:
1.The election of four (4) directors to Class B for a term of three (3) years and/or until their successors shall have been elected and qualified and the election of one (1) director to Class A for a term of two (2) years and/or until his successor shall have been elected and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Class B Director Nominees: | |||||||||||
| Michael B. Clarke | 8,556,655 | 174,967 | 2,945,282 | ||||||||
| David G. Kruczlnicki | 8,270,199 | 461,423 | 2,945,282 | ||||||||
| Thomas J. Murphy | 8,448,366 | 283,256 | 2,945,282 | ||||||||
| Raymond F. O'Conor | 8,353,857 | 377,765 | 2,945,282 | ||||||||
| Class A Director Nominee: | |||||||||||
| Gregory J. Champion | 8,619,120 | 112,502 | 2,945,282 | ||||||||
2. The approval, on an advisory basis, of the Company’s 2020 executive compensation.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| Common Stock Voted On: | ||||||||||||||
| Executive Compensation | 8,161,187 | 418,786 | 151,649 | 2,945,282 | ||||||||||
3. The approval of the Arrow Financial Corporation Amended and Restated 2011 Employee Stock Purchase Plan.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| Common Stock Voted On: | ||||||||||||||
| Approval of Employee Stock Purchase Plan | 8,494,178 | 188,678 | 48,766 | 2,945,282 | ||||||||||
4. The ratification of the selection of the independent registered public accounting firm, KPMG LLP, as the Company's independent auditor for the fiscal year ending December 31, 2021.
| Common Stock Voted On: | Votes For | Votes Against | Abstain | ||||||||
| KPMG LLP | 11,545,265 | 85,757 | 45,882 | ||||||||
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: | May 6, 2021 | By: | /s/ Edward J. Campanella | ||||||||
Edward J. Campanella, Senior Vice President, Treasurer and Chief Financial Officer | |||||||||||