8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): May 18, 2021

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

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Maine	001-13349	01-0393663
(State or Other Jurisdiction)<br>of Incorporation)	(Commission File No.)	(I.R.S. Employer<br>Identification No.)
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PO Box 400	​	04609-0400
82 Main Street	​	(Zip Code)
Bar Harbor, Maine	​	​
(Address of Principal Executive Offices)	​	​

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Registrant’s telephone number, including area code: (207) 288-3314

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ 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

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $2.00 per share	BHB	NYSE American

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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).

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Emerging growth company ☐

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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. ☐

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​ Item 5.07    Submission of Matters to a Vote of Security Holders

We held our 2021 Annual Meeting of Shareholders on May 18, 2021. The board of directors solicited proxies pursuant to a proxy statement, as amended, that we filed on April 1, 2021 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the board’s solicitation.

At the meeting, holders of common stock were asked to consider and vote upon the three proposals set forth below. Each share of common stock was entitled to one vote with respect to each proposal. Holders of a total of 12,539,821 shares of common stock were present in person or by proxy at the meeting, representing 83.91% of the voting power entitled to vote at the meeting. The voting results reported below are final.

The proposals considered and voted on by the shareholders at the meeting, and the votes of the shareholders on those proposals, were as follows:

Proposal 1.	Shareholders voted as follows with respect to the election of each of the following director nominees:

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Nominee	For	Against	Withhold	Broker Non-Votes
Daina H. Belair	10,150,572	217,327	151,591	2,020,331
Matthew L. Caras	10,071,743	294,141	153,606	2,020,331
David M. Colter	10,187,384	170,281	161,825	2,020,331
Steven H. Dimick	10,107,997	258,720	152,773	2,020,331
Martha T. Dudman	10,089,204	210,488	219,798	2,020,331
Lauri E. Fernald	9,965,006	326,647	227,837	2,020,331
Brendan J. O’Halloran	10,249,444	103,643	166,403	2,020,331
Curtis C. Simard	10,160,238	155,815	203,437	2,020,331
Kenneth E. Smith	10,117,034	201,667	200,789	2,020,331
Stephen R. Theroux	10,214,100	135,766	169,624	2,020,331
Scott G. Toothaker	10,200,804	121,260	197,426	2,020,331
David B. Woodside	9,859,261	496,056	164,173	2,020,331

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As a result of these votes, each of the 12 nominees was elected to serve as a director until the 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.

Proposal 2.    Shareholders approved, on a non-binding advisory basis, the compensation paid to our executive officers in 2020, as disclosed in the proxy statement, by the following vote:

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​	****	For	****	Against	****	Abstain	****	Broker Non-Votes
Approval of Executive Compensation		9,871,848		410,521		237,121		2,020,331

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Proposal 3.    Shareholders ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2021, by the following vote:

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​	****	For	****	Against	****	Abstain	****	Broker Non-Votes
Ratification of Appointment of RSM US LLP		12,341,348		84,179		114,294		—

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​ SIGNATURES

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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.

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​	Bar Harbor Bankshares
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May 19, 2021	By:	/s/ Josephine Iannelli
​	​	Josephine Iannelli
​	​	Executive Vice President and<br> Chief Financial Officer

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