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 28, 2023
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 28, 2023, First Business Financial Services, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect four Class I directors to hold office until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; (2) act upon a proposal to approve an amendment to the First Business Financial Services, Inc. 2019 Equity Incentive Plan; (3) approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers; and (4) ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
Of the aggregate 8,347,324 shares of the Company’s common stock issued and outstanding as of the close of business on the record date, February 23, 2023, 6,508,529 shares or 78% 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 |
|---|---|---|---|
| Carla C. Chavarria | 5,789,962 | 163,272 | 555,295 |
| Ralph R. Kauten | 5,896,142 | 57,092 | 555,295 |
| Gerald L. Kilcoyne | 5,861,145 | 92,089 | 555,295 |
| Daniel P. Olszewski | 5,817,317 | 135,917 | 555,295 |
The four 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) Act upon a proposal to approve an amendment to the First Business Financial Services, Inc. 2019 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 5,608,824 | 328,730 | 15,679 | 555,295 |
This matter was approved by shareholders with 94% of shares voted cast in favor of the proposal.
(3) 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 |
|---|---|---|---|
| 5,581,211 | 133,981 | 238,041 | 555,295 |
This matter was approved by shareholders with 94% of shares voted cast in favor of the proposal.
(4) 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 |
|---|---|---|---|
| 6,452,067 | 31,378 | 25,083 | 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 2023Annual Meeting of Shareholders. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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 2, 2022 | FIRST BUSINESS FINANCIAL SERVICES, INC. | |
|---|---|---|
| By: | /s/ Brian Spielmann | |
| Name: | Brian Spielmann | |
| Title: | Chief Financial Officer |
asmslides04282023updated
The meeting will begin promptly at 10:00 a.m. CDT on Friday, April 28, 2023 First Business Financial Services, Inc. 2023 Annual Meeting of Shareholders 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.
Welcome to the First Business Financial Services, Inc. 2023 Annual Meeting of Shareholders
firstbusiness.bank Agenda • Annual Shareholder Meeting • Q&A Session • Shareholders who entered the meeting using their control number may submit questions by clicking on the “Q&A” icon in the upper right corner of meeting center screen as seen in the example below, entering their question and clicking the “send button on the right to submit. Questions will be answered during the Q&A Session following the conclusion of the Annual Shareholder Meeting.
firstbusiness.bank Rules of Conduct Guidelines for questions: • Questions pertinent to Annual Meeting matters will be answered during the meeting, subject to time constraints. Questions that are similar may be grouped together and answered once. • Questions should be directly related to the business of First Business Financial Services, Inc. and the matters properly brought before the meeting. Unrelated questions will not be answered. • Questions pertinent to the meeting matters that cannot be answered during the meeting due to time constraints will be answered and posted on the Company’s Investor Relations website. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting. Unauthorized recording of the Annual Meeting is prohibited. A playback of the meeting will be posted on the Company’s Investor Relations website: https://ir.firstbusiness.bank/news-presentations/investor-presentations- reports/default.aspx
firstbusiness.bank Proposals • Election of Directors: • Approve An Amendment to the First Business Financial Services, Inc. 2019 Equity Incentive Plan • Ratify the appointment of Crowe, LLP as our independent registered public accounting firm for 2023. • Approve, on a non-binding advisory basis, the compensation for our named executive officers. Carla C. Chavarria Ralph R. Kauten Gerald L. Kilcoyne Daniel P. Olszewski
firstbusiness.bank Board of Directors Laurie Benson Mark Bugher Carla Chavarria Corey Chambas John Harris Ralph Kauten Jerry Kilcoyne Kent Lorenz Dan Olszewski Carol Sanders
firstbusiness.bank Executive Officers Corey Chambas CEO, FBFS Jodi Chandler Chief Human Resources Officer Barbara Conley General Counsel Mark Meloy Executive Vice President Dan Ovokaitys Chief Information Officer Brad Quade Chief Credit Officer Dave Seiler President and Chief Operating Officer Jim Hartlieb President and CEO, First Business Bank Laura Garcia Chief Risk Officer Brian Spielmann Chief Financial Officer
firstbusiness.bank Preliminary Results • Elected Directors: • Approved An Amendment to the First Business Financial Services, Inc. 2019 Equity Incentive Plan • Ratified the appointment of Crowe, LLP as our independent registered public accounting firm for 2023. • Approved, on a non-binding advisory basis, the compensation for our named executive officers. Carla C. Chavarria Ralph R. Kauten Gerald L. Kilcoyne Daniel P. Olszewski
firstbusiness.bank Shareholder Questions Shareholders who entered the meeting using their control number may submit questions electronically by clicking on the Q&A icon in the upper right corner of the meeting center screen, entering their question and clicking the “send” button on the right to submit
firstbusiness.bank Additional Information • Investor Relations Website: https://ir.firstbusiness.bank/investor-relations/default.aspx • Contact Us: https://firstbusiness.bank/contact-us/
Thank you for attending the First Business Financial Services, Inc. 2023 Annual Meeting of Shareholders