8-K
ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
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)
May 1, 2024
ENTERPRISE FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
| Delaware | 001-15373 | 43-1706259 | |||
|---|---|---|---|---|---|
| (State or Other Jurisdiction <br>of Incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 150 N. Meramec Avenue, St. Louis, Missouri<br><br>(Address of principal executive offices) | 63105<br><br>(Zip Code) | |
| --- | --- |
Registrant's telephone number, including area code
(314) 725-5500
| 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:
☐ 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(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | EFSC | Nasdaq Global Select Market |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | EFSCP | Nasdaq Global Select Market |
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
Enterprise Financial Services Corp (the “Company”) held its annual meeting of shareholders on May 1, 2024 (the “2024 Annual Meeting”). The following matters were submitted to a vote at the 2024 Annual Meeting and the voting results are as follows:
- Election of Directors: The fourteen nominees named in the Company’s proxy statement for the 2024 Annual Meeting (the “Proxy Statement”) were elected to serve a one-year term expiring in 2025 or until their successors are duly elected and qualified, based upon the following votes:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |
|---|---|---|---|---|
| Lyne B. Andrich | 27,319,287 | 295,982 | 3,974,182 | |
| Michael A. DeCola | 25,844,322 | 1,770,947 | 3,974,182 | |
| Robert E. Guest, Jr. | 25,873,376 | 1,741,893 | 3,974,182 | |
| James M. Havel | 26,983,446 | 631,823 | 3,974,182 | |
| Michael R. Holmes | 27,051,910 | 563,359 | 3,974,182 | |
| Nevada A. Kent, IV | 27,323,574 | 291,695 | 3,974,182 | |
| James B. Lally | 27,017,621 | 597,648 | 3,974,182 | |
| Marcela Manjarrez | 26,810,155 | 805,114 | 3,974,182 | |
| Stephen P. Marsh | 27,131,158 | 484,111 | 3,974,182 | |
| Daniel A. Rodrigues | 27,149,419 | 465,850 | 3,974,182 | |
| Richard M. Sanborn | 26,862,648 | 752,621 | 3,974,182 | |
| Eloise E. Schmitz | 27,083,138 | 532,131 | 3,974,182 | |
| Sandra A. Van Trease | 26,048,714 | 1,566,555 | 3,974,182 | |
| Lina A. Young | 26,804,868 | 810,401 | 3,974,182 |
- Ratification of the Appointment of the Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal year 2024 was ratified as follows:
| Votes For | Votes Against | Abstain |
|---|---|---|
| 30,260,833 | 1,241,431 | 87,187 |
- Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement, was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 26,395,428 | 971,668 | 248,173 | 3,974,182 |
No other matters were considered and voted on by the shareholders at the 2024 Annual Meeting.
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 thereunto duly authorized.
| ENTERPRISE FINANCIAL SERVICES CORP | |||
|---|---|---|---|
| Date: | May 6, 2024 | By: | /s/ Troy R. Dumlao |
| Troy R. Dumlao | |||
| Executive Vice President and Chief Accounting Officer |