8-K
BAR HARBOR BANKSHARES (BHB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2022
BAR HARBOR BANKSHARES
(Exact Name of Registrant as Specified in its Charter)
| | | |
|---|---|---|
| Maine | 001-13349 | 01-0393663 |
| (State or Other Jurisdiction)<br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br>Identification No.) |
| | | |
| PO Box 400 | | 04609-0400 |
| 82 Main Street | | (Zip Code) |
| Bar Harbor, Maine | | |
| (Address of Principal Executive Offices) | | |
Registrant’s telephone number, including area code: (207) 288-3314
Not Applicable
(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 (see General Instruction A.2. below):
☐ 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 |
| Common Stock, par value $2.00 per share | BHB | NYSE American |
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
We held our 2022 Annual Meeting of Shareholders on May 17, 2022. The board of directors solicited proxies pursuant to a proxy statement, that we filed on April 1, 2022 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 12,495,158 shares of common stock were present in person or by proxy at the meeting, representing 83.23% 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: |
|---|
| Nominee | For | Against | Withhold | Broker Non-Votes |
|---|---|---|---|---|
| Daina H. Belair | 10,216,523 | 193,754 | 167,008 | 1,917,873 |
| Matthew L. Caras | 10,191,891 | 218,183 | 167,211 | 1,917,873 |
| David M. Colter | 10,271,837 | 140,136 | 165,312 | 1,917,873 |
| Steven H. Dimick | 10,191,800 | 194,787 | 190,698 | 1,917,873 |
| Martha T. Dudman | 10,130,385 | 218,695 | 227,935 | 1,917,873 |
| Lauri E. Fernald | 10,124,134 | 242,824 | 210,327 | 1,917,873 |
| Debra B. Miller | 10,334,126 | 82,785 | 160,374 | 1,917,873 |
| Brendan J. O’Halloran | 10,210,066 | 200,028 | 167,191 | 1,917,873 |
| Curtis C. Simard | 10,226,912 | 145,925 | 204,448 | 1,917,873 |
| Kenneth E. Smith | 10,207,837 | 160,668 | 208,780 | 1,917,873 |
| Scott G. Toothaker | 10,270,106 | 103,630 | 203,549 | 1,917,873 |
| David B. Woodside | 10,210,331 | 201,656 | 165,298 | 1,917,873 |
As a result of these votes, each of the 12 nominees was elected to serve as a director until the 2023 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 2021, as disclosed in the proxy statement, by the following vote:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | **** | For | **** | Against | **** | Abstain | **** | Broker Non-Votes |
| Approval of Executive Compensation | 9,946,354 | 378,787 | 252,144 | 1,917,873 |
Proposal 3. Shareholders ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2022, by the following vote:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | **** | For | **** | Against | **** | Abstain | **** | Broker Non-Votes |
| Ratification of Appointment of RSM US LLP | 12,258,132 | 98,297 | 138,729 | — |
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.
| | | |
|---|---|---|
| | Bar Harbor Bankshares | |
| | | |
| May 17, 2022 | By: | /s/ Josephine Iannelli |
| | | Josephine Iannelli |
| | | Executive Vice President and<br> Chief Financial Officer |