8-K

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 (Date of earliest event reported): April 3, 2020

BAR HARBOR BANKSHARES

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

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

On March 27, 2020, our board of directors approved and adopted a First Amendment to our Amended and Restated Bylaws that permits us to conduct annual meetings of shareholders by means of remote communication to the maximum extent allowable under Maine law, subject to any guidelines and procedures adopted by the board. The First Amendment became effective on April 3, 2020 following our submission of the First Amendment to the Superintendent of Maine Bureau of Financial Institutions.

The First Amendment was adopted to enable shareholders to participate virtually in our annual meetings, including our 2020 annual meeting of shareholders. In light of the uncertainty resulting from the COVID-19 pandemic, our 2020 annual meeting will be held in a hybrid format that allows shareholders to participate either in person or virtually through a webcast. Applicable Maine law does not allow us to hold a virtual only annual meeting.

The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment, which is included as Exhibit 3.1 to this report and is incorporated into this Item 5.03 by reference.

(d)          Exhibits

SIGNATURE

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.

Exhibit 3.1

Amendment No. 1

to the

Amended and Restated Bylaws of Bar Harbor Bankshares

This First Amendment (“First Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of Bar Harbor Bankshares (the “Corporation”) was adopted and approved by the Board of Directors (the “Board”) of the Corporation on March 17, 2020. In accordance with Article XVIII of the Bylaws, this First Amendment is effective as of March 17, 2020, subject to satisfaction of any applicable notice and approval requirements of the Maine Bureau of Financial Institutions.

WITNESSETH

Whereas, the Board adopted the Bylaws as of November 22, 2011;

Whereas, pursuant to Article XVII, Section 1 of the Bylaws, the Bylaws may be altered or amended with the affirmative vote of a majority of the Board, subject to applicable approval by the Superintendent of the Maine Bureau of Financial Institutions;

Whereas, to the maximum extent allowable under Maine law, the Board wishes to permit its shareholders to participate in annual meetings of shareholders by means of remote communication;

Now, Therefore, the Bylaws are hereby amended as follows:

1.          Amendment to Article II, Section 1 of the Bylaws. Article II, Section 1 of the Bylaws is hereby amended and restated as follows:

“Section 1. Place and Date

1.1.          Annual Meetings of the shareholders shall be held on the third Tuesday in the month of May each year at the principal office of the Corporation in Bar Harbor, Maine, unless the Board of Directors shall fix some other place within or without the State of Maine for such meetings, at such date and hour as may be fixed by the President or by the Board of Directors, or at such other date, time and location as the Board of Directors may designate. At the Annual Meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought before the meeting.

1.2.          To the maximum extent allowable under Maine law, the Board of Directors may authorize shareholders to participate in a meeting of shareholders by means of remote communication, subject to the conditions imposed by applicable law and any guidelines and procedures adopted by the Board of Directors. At any meeting in which shareholders can participate by means of remote communication, the Corporation shall implement reasonable measures to (A) verify that each person participating remotely is a shareholder; and (B) provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.”

2.          Miscellaneous. Except as expressly amended hereby, the Bylaws shall remain in full force and effect and are hereby ratified and confirmed in all respects.