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 21, 2019
BAR HARBOR BANKSHARES
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
|
|
Maine
|
|
001-13349
|
|
01-0393663
|
|
(State or Other Jurisdiction)
of Incorporation)
|
|
(Commission File No.)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
PO Box 400
|
|
04609-0400
|
|
82 Main Street
|
|
(Zip Code)
|
|
Bar Harbor, Maine
|
|
|
|
(Address of Principal Executive Offices)
|
|
|
Registrant’s telephone number, including area code:
(207) 288-3314
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 (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))
|
Securities registered pursuant to Section 12(b) of the Act
|
|
|
|
|
|
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
Common Stock, par value $2.00 per share
|
BHB
|
NYSE American
|
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
Bar Harbor Bankshares (the “Company”) held its 2019 Annual Meeting of Shareholders on May 21, 2019. The board of directors of the Company solicited proxies pursuant to a proxy statement that was filed on April 15, 2019 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the board’s solicitation.
At the meeting, holders of common stock were asked to consider and vote upon the four proposals set forth below. Each share of common stock was entitled to one vote with respect to each matter submitted to a vote at the meeting. The holders of a total of 12,734,990 shares of the Company’s common stock were present in person or by proxy at the meeting, representing approximately 82.04% of the voting power entitled to vote at the meeting.
The voting results reported below are final.
The matters considered and voted on by the shareholders at the meeting and the votes of the shareholders were as follows:
|
|
|
|
|
|
|
|
|
|
Proposal 1.
|
Shareholders voted as follows with respect to the election of each of the nominees for director identified in the proxy statement.
|
|
Nominee
|
For
|
Against
|
Withheld
|
Broker Non-Votes
|
|
Daina H. Belair
|
9,087,270
|
220,253
|
196,214
|
3,231,253
|
|
Matthew L. Caras
|
8,970,376
|
203,261
|
330,100
|
3,231,253
|
|
David M. Colter
|
8,996,687
|
177,173
|
329,877
|
3,231,253
|
|
Steven H. Dimick
|
8,031,816
|
862,923
|
608,998
|
3,231,253
|
|
Martha T. Dudman
|
9,052,203
|
195,047
|
256,487
|
3,231,253
|
|
Lauri E. Fernald
|
8,995,575
|
230,842
|
277,320
|
3,231,253
|
|
Brendan J. O’Halloran
|
8,988,236
|
182,395
|
333,106
|
3,231,253
|
|
Curtis C. Simard
|
8,957,444
|
169,078
|
377,215
|
3,231,253
|
|
Kenneth E. Smith
|
8,955,973
|
172,899
|
374,865
|
3,231,253
|
|
Stephen R. Theroux
|
8,919,087
|
200,031
|
384,619
|
3,231,253
|
|
Scott G. Toothaker
|
8,951,562
|
177,153
|
375,022
|
3,231,253
|
|
David B. Woodside
|
8,924,307
|
243,531
|
335,899
|
3,231,253
|
As a result of this vote, each of the 12 nominees was elected as a director to serve until the 2020 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified
|
|
|
|
|
|
|
|
|
|
Proposal 2.
|
Shareholders approved the Bar Harbor Bankshares 2019 Equity Plan, by the following vote:
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
Approval of Bar Harbor Bankshares 2019 Equity Plan
|
8,851,277
|
365,865
|
286,595
|
3,231,253
|
|
|
|
|
|
|
|
|
|
|
Proposal 3.
|
Shareholders ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2019, by the following vote:
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
Ratification of Appointment of RSM US LLP
|
12,422,898
|
90,342
|
221,750
|
|
|
|
|
|
|
|
|
|
|
|
Proposal 4.
|
Shareholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement, by the following vote:
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
Approval of Executive Compensation
|
8,812,005
|
343,887
|
347,845
|
3,231,253
|
SIGNATURE
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.
|
|
|
|
|
|
|
|
BAR HARBOR BANKSHARES
|
|
|
|
|
|
Dated: May 23, 2019
|
By:
|
/s/Caitlin Dunston
|
|
|
Name:
|
Caitlin Dunston
|
|
|
Title:
|
Corporate Clerk
|