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): December 20, 2022

Camden National Corporation

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (207) 236-8821

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))

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. o

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

On December 20, 2022, the Board of Directors of Camden National Corporation (the "Company") increased the size of the Company’s Board of Directors to 12 members and elected Mr. Robert Merrill to fill the vacancy created upon the increase in the size of the Company’s Board of Directors, effective December 31, 2022. Mr. Merrill will serve as a member of the Board of Directors of the Company until the Company’s 2023 Annual Meeting of Shareholders or until his successor is elected and qualified. Mr. Merrill will serve as a member of the Board of Director’s Technology Committee, effective December 31, 2022. Mr. Merrill currently serves as a member of the Board of Directors of Camden National Bank.

There are no understandings or arrangements between Mr. Merrill and any other person pursuant to which Mr. Merrill was selected as a director of the Company. There are no related party transactions between the Company, and Mr. Merrill reportable under Item 404(a) of Regulation S-K.

In connection with his service as a director, Mr. Merrill will receive the Company’s standard non-employee director cash compensation. Specifically, Mr. Merrill will receive the $20,000 annual cash retainer, $1,000 per attended meeting of the Company’s Board of Directors, and $500 per attended meeting of the Technology Committee.

Please refer to exhibit 99.1 filed with this report for the Company's press release announcing the election of Mr. Merrill as director of the Company.

(d)    The following exhibits are filed with this Report:

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.

Dated: December 22, 2022

Document

FOR IMMEDIATE RELEASE

CONTACT: Katie Krott

Public Relations & Communications Specialist

Camden National Bank

kkrott@CamdenNational.bank

December 22, 2022

Camden National Corporation Appoints Robert Merrill to

Board of Directors

Camden, Maine, December 22, 2022 – Camden National Corporation (NASDAQ®: CAC), parent company of Camden National Bank, has announced the appointment of Robert Merrill to the Board of Directors. Merrill has served on the board of Camden National Bank since 2011, and will officially begin his tenure on the Camden National Corporation board effective December 31, 2022.

“We are thrilled to have Bob join us as the newest independent director of the Camden National Corporation board,” said Larry Sterrs, chair of Camden National Corporation’s Board of Directors. “Bob has been an invaluable source of knowledge and expertise during his time on the Camden National Bank board, and we are honored that he will be continuing his service on both boards.”

Merrill has served as the president of Merrill Furniture in Ellsworth since 1998, and is a director of Merrill Blueberry Farms. He is currently a member of the Northern Light Maine Coast Capital Campaign for the new birthing center.

“Bob is a leading figure in the Ellsworth business community and his experience and perspective will greatly enrich the Camden National Corporation board,” said Greg Dufour, president and chief executive officer of Camden National Corporation. “We thank him for his years of service and look forward to his continued contributions and guidance.”

Merrill is a former board member of Maine Coast Memorial Hospital, for which he formerly served as treasurer, vice chair and chair, and was also chair of the Maine Coast Memorial Hospital Emergency Department Capital Campaign. He served on the Ellsworth Business Development Committee, on the Ellsworth Area Chamber of Commerce Finance Committee, and was secretary of the City of Ellsworth Harbor Commission. Merrill was named the Ellsworth Area Chamber of Commerce 2010 Citizen of the Year. He earned his bachelors in business from the University of Maine.

About Camden National Bank

Camden National Corporation (NASDAQ®: CAC) is the largest publicly traded bank holding company in Northern New England with $5.6 billion in assets and approximately 620 employees. Camden National Bank, its subsidiary, is a full-service community bank founded in 1875 in Camden, Maine. Dedicated to customers at every stage of their financial journey, the bank offers the latest in digital banking, complemented by personalized service with 58 banking centers, 24/7 live phone support, 66 ATMs, and additional lending offices in New Hampshire and Massachusetts. For the past three years, Camden National Bank was named a Customer Experience (CX) Leader by independent research firm, Greenwich Associates. In 2021, it received awards in two CX categories: U.S. Retail Banking and U.S. Commercial Small Business and the bank was included in the list of Best Places to Work in Maine for the second year. Member FDIC. Equal Housing Lender.

Comprehensive wealth management, investment and financial planning services are delivered by Camden National Wealth Management. To learn more, visit CamdenNational.bank.