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): March 29, 2023

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 March 29, 2023, Camden National Corporation (the “Company”) issued a press release regarding actions being taken by the Company to further enhance and strengthen its overall corporate governance. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

(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: March 29, 2023

Document

CONTACT:

Renée Smyth

Executive Vice President

Chief Experience & Marketing Officer

Camden National Corporation

(800) 860-8821

rsmyth@camdennational.bank

FOR IMMEDIATE RELEASE

Camden National Corporation Announces Enhancements to Corporate Governance

CAMDEN, Maine, March 29, 2023 /PRNewswire/ -- In connection with the upcoming annual meeting of Camden National Corporation (NASDAQ®: CAC; “Camden National” or the “Company”), the Company announced two additional governance-related actions to strengthen overall corporate governance. These actions, combined with prior actions to expand and diversify the Board of Directors, are part of Camden National’s long term commitment to maintaining strong corporate governance practices that benefit our shareholders.

“Over the past several months, the Governance Committee of the Board of Directors conducted an extensive review of our governance practices,” said Lawrence J. Sterrs, Chair of the Board of Directors. “This review resulted in the previously announced expansion of the diversity of our board, in line with our Board approved Diversity Statement and today we are announcing a proposal to shareholders to declassify the terms of the Board of Directors and the establishment of a succession planning committee.”

The Board will present for approval at the Annual Meeting of Shareholders to be held on May 23, 2023, a proposal to declassify the terms of the Board of Directors of the Company. As a Maine-based corporation, the transition to a non-classified board would be completed by 2025, at which time all directors would be subject to annual election.

“Although our president and CEO, Greg Dufour, has no immediate plans to retire, he will turn 63 years old in May,” explained Sterrs. “The Board has established a temporary committee to assist in succession planning, including to identify a potential successor. Greg is an active participant with and supports the committee, which has engaged a nationally recognized executive recruiting firm to coordinate the search, including internal candidates.”

“Camden National consistently plans for the long-term highlighted by strong and transparent governance,” said Gregory A. Dufour, president and CEO of Camden National Corporation. “Leadership succession is critical for a board and our company, and I look forward to working with the committee as it will also allow me to consider my own personal plans and provide for a smooth succession over time.”

“With Greg at the helm of the organization, supported by a strong executive team and the addition of a talented successor, Camden National will be well positioned for long-term success,” concluded Sterrs.

The transition process is currently expected to extend into at least mid-2024.

Further information will be provided in Camden National Corporation’s prelim DEF 14A Proxy Statement which will be available March 31, 2023.

About Camden National Corporation

Camden National Corporation (NASDAQ®: CAC) is the largest publicly traded bank holding company in Northern New England with $5.7 billion in assets and was proudly listed as one of the Best Places to Work in Maine in 2021 and 2022. Founded in 1875, Camden National Bank is a full-service community bank dedicated to customers at every stage of their financial journey. With 24/7 live phone support, 58 banking centers, and additional lending offices in New Hampshire and Massachusetts, Camden National Bank offers the latest in digital banking, complemented by award-winning, personalized service. To learn more, visit CamdenNational.bank. Member FDIC. Equal Housing Lender.

Comprehensive wealth management, investment and financial planning services are delivered by Camden National Wealth Management.