8-K
FIRST BUSINESS FINANCIAL SERVICES, INC. (FBIZ)
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): April 29, 2022
First Business Financial Services, Inc.
(Exact name of registrant as specified in its charter)
| Wisconsin | 1-34095 | 39-1576570 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
401 Charmany Drive
Madison, Wisconsin 53719
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (608) 238-8008
N/A
(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 (see General Instruction A.2. below):
| ☐ | 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. ¨
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, $0.01 par value | FBIZ | The Nasdaq Stock Market LLC |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 29, 2022, First Business Financial Services, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect two Class III directors to hold office until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified; (2) approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers; and (3) ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
Of the aggregate 8,425,557 shares of the Company’s common stock issued and outstanding as of the close of business on the record date, February 25, 2022, 6,252,947 shares or 74.21% were represented in person or by proxy at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders voted as follows:
(1) Election of the below-named nominees to the Board of Directors of the Company (the “Board”):
| Nominees | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| W. Kent Lorenz | 5,313,059 | 138,644 | 801,245 |
| Carol P. Sander | 5,312,351 | 139,351 | 801,245 |
The two nominees listed above were elected by a plurality to serve on the Board. Further, each nominee received in excess of 97% of the shares voted in favor of their election.
(2) Approval in a non-binding, advisory vote, of the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,983,690 | 86,188 | 381,824 | 801,245 |
This matter was approved by shareholders with 91% of shares voted cast in favor of the proposal.
(3) Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 6,197,051 | 17,527 | 38,369 | 0 |
This matter was approved by shareholders with 99% of shares voted cast in favor of the proposal.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits. The following exhibit is being furnished herewith:
| 99.1 | Slides from the 2022 Annual Meeting of Shareholders. |
|---|
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 3, 2022 | FIRST BUSINESS FINANCIAL SERVICES, INC. | |
|---|---|---|
| By: | /s/ Barbara Conley | |
| Name: | Barbara Conley | |
| Title: | General Counsel |
Document
First Business Bank First Business Financial Services, Inc. 2022 Annual Meeting of Shareholders The meeting will begin promptly on Friday, April 29, 2022at 10:00 a.m. CDT To submit questions and /or vote during the Annual Meeting, you will need your voter control number that is printed in the shaded bar located on your Notice of Annual Meeting of Shareholders or on your proxy card.
First Business Bank Welcome to the First Business Financial Services, Inc.
2022 Annual Meeting of Shareholders
Agenda Annual Shareholder Meeting Q&A Session Shareholders who entered the meeting using their control number may submit questions by clicking on the message icon in the upper right corner of meeting center screen as seen in the example below. Questions will be answered during the Q&A Session following the conclusion of the Annual Shareholder Meeting.
Rules of Conduct Guidelines for questions: Questions should relate to the Annual Meeting or the Company’s business or strategy. Questions should not: Be unrelated to the Annual Meeting or the Company’s business, operations, or strategy. Further personal interests that may not be of interest to all shareholders. Be rude or derogatory.
Questions that do not follow these guidelines can be ruled out of order. Questions that are similar may be grouped together and answered once. Unauthorized recording of the Annual Meeting is prohibited. A playback of the meeting will be posted on the Company’s Investor Relations website.
Proposals Election of Directors: W. Kent Lorenz Carol P. Sanders Approve, on a non-binding advisory basis, the compensation for our named executive officers. Ratify the appointment of Crowe, LLP as our independent registered public accounting firm for 2022.
Directors Continuing in Office Laurie Benson Mark Bugher Carla Chavarria Corey Chambas John Harris Ralph Kauten Jerry Kilcoyne Kent Lorenz Dan Olszewski Carol Sanders
Directors retiring at the conclusion of the Annual Meeting Jan Eddy Tim Keane
Senior Management Corey Chambas President & CEO, FBFS Jodi Chandler Chief Human Resources Officer Barbara Conley General Counsel Mark Meloy CEO, First Business Bank Jim Hartlieb President, First Business Bank Dan Ovokaitys Chief Information Officer Brad Quade Chief Credit Officer Dave Seiler Chief Operating Officer Ed Sloane Chief Financial Officer
Preliminary Results Elected Directors: W. Kent Lorenz Carol P. Sanders Approved, on a non-binding advisory basis, the compensation for our named executive officers. Ratified the appointment of Crowe, LLP as our independent registered public accounting firm for 2022.
Shareholder Questions Shareholders who entered the meeting using their control number may submit questions electronically by clicking on the message icon in the upper right corner of your meeting center screen.
Additional Information Investor Relations Website: http://ir.firstbusiness.bank/ Contact Us: https://firstbusiness.bank/contact-us/
Thank you.