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)

May 10, 2023

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code

(314) 725-5500

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:

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 10, 2023 (the “2023 Annual Meeting”). The following matters were submitted to a vote at the 2023 Annual Meeting and the voting results are as follows:

1. Election of Directors: The fourteen nominees named in the Company’s proxy statement for the 2023 Annual Meeting (the “Proxy Statement”) were elected to serve a one-year term expiring in 2024 or until their successors are duly elected and qualified, based upon the following votes:

2. Ratification of the Appointment of 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 2023 was ratified as follows:

3. 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:

4. Approval of an Amendment to the Enterprise Financial Services Corp Amended and Restated 2018 Stock Incentive Plan to Increase the Number of Shares Available for Award. The proposal to approve this amendment was approved by the following votes:

5. Approval of an Amendment to the Enterprise Financial Services Corp Stock Plan for Non-Management Directors to Increase the Number of Shares Available for Award. The proposal to approve this amendment was approved by the following votes:

No other matters were considered and voted on by the stockholders at the 2023 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.