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): September 27, 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 September 27, 2022, the Board of Directors of Camden National Corporation (the "Company") increased the size of the Company’s Board of Directors to 11 members and elected Ms. Rebecca Hatfield to fill the vacancy created upon the increase in the size of the Company’s Board of Directors, in each case, effective December 31, 2022. Ms. Hatfield will serve as a member of the Board of Directors of the Company until the Company’s 2023 Annual Meeting of Shareholders or until her successor is elected and qualified. Ms. Hatfield will serve as a member of the Board of Director’s Capital Planning Committee, effective December 31, 2022. Ms. Hatfield was also elected by the Board of Directors of the Company’s subsidiary, Camden National Bank (the “Bank”), to serve on the Bank’s Board of Directors.

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

In connection with her service as a director, Ms. Hatfield will receive the Company’s standard non-employee director cash compensation. Specifically, Ms. Hatfield 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 Capital Planning Committee. Ms. Hatfield will also receive a prorated portion of the annual independent director equity award grant equaling $14,583.

Please refer to exhibit 99.1 filed with this report for the Company's press release announcing the election of Ms. Hatfield as director of the Company and Bank.

(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: September 28, 2022

Document

CONTACT:

Renée Smyth

Chief Experience & Marketing Officer

Camden National Bank

(207) 518-5607 or rsmyth@CamdenNational.bank

September 28, 2022

Camden National Corporation Appoints Rebecca Hatfield to Board of Directors

Bank welcomes distinguished credit risk and housing leader

Camden, Maine, September 28, 2022 – Camden National Corporation (Nasdaq: CAC), parent company of Camden National Bank, today announced the appointment of Rebecca Hatfield as a director, effective December 31, 2022. She has also been appointed to the board’s Capital Committee and Camden National Bank’s Board of Directors.

“We are extremely pleased to welcome Rebecca as a new independent director to our board,” said Larry Sterrs, chair of Camden National Corporation’s Board of Directors. “Rebecca’s deep knowledge of risk management, including underwriting and portfolio management will bring invaluable perspective which will enrich and strengthen the board. Her professional experience leading Avesta Housing will provide additional insight into the needs of the customers and communities the Bank serves.”

As president and chief executive officer of Avesta Housing, Hatfield oversees over 100 properties located in Maine and New Hampshire. Avesta Housing provides safe, affordable homes and support services for 5,000 people. Prior to joining Avesta, Hatfield was a senior vice president at Citigroup, working in various roles within the private, commercial and corporate banks. In addition to her nonprofit leadership, real estate development, and property management experience, she has over 15 years of experience in finance, with a focus on deal structuring, underwriting, risk analysis, portfolio management, and relationship management. Hatfield’s previous employment also includes five years as a software and network management engineer, serving as project manager and lead developer.

“Rebecca is highly respected, both in our local business community and across the broad array of industries she has served,” said Greg Dufour, president and chief executive officer of Camden National Corporation. “Rebecca’s experience will help advance and expand our corporate strategy while enhancing shareholder value. We look forward to her contributions.”

Hatfield, 44, was named a 2021 Mainebiz Women to Watch and is actively involved in the community beyond her role at Avesta. She currently serves on the board of Genesis Community Loan Fund and Gulf of Maine

Research Institute. She earned her master’s degree in business administration from the UCLA Anderson School of Management and her Bachelor of Science degree in computer and information science from the University of Maryland U.C.

About Camden National Bank Camden National Corporation (NASDAQ: CAC) is the largest publicly traded bank holding company in Northern New England with $5.5 billion in assets and approximately 600 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, 68 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.