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 25, 2017

Camden National Corporation
(Exact name of registrant as specified in its charter)
 
  
Maine
 
01-28190
 
01-0413282
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
Two Elm Street, Camden, Maine
 
04843
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (207) 236-8821
 
 
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))

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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 26, 2017, the Company filed Articles of Amendment to the Articles of Incorporation of the Company (the “Articles of Amendment”) with the Secretary of State of the State of Maine to increase the number of authorized shares of common stock of the Company, no par value, from 20,000,000 to 40,000,000. The Articles of Amendment, which were effective upon filing, are included as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
The 2017 Annual Meeting of Shareholders of Camden National Corporation was held on April 25, 2017 at the Point Lookout Conference Center, 67 Atlantic Highway, Northport, Maine. At the Annual Meeting, there were present in person or by proxy 13,030,376 shares of the Company’s common stock, representing approximately 84% of the total outstanding eligible votes. The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.
 
1.  Election of four persons to the Board of Directors, each to serve a three-year term and until his or her successor is elected and qualified:
 
 
For
 
Against
 
Abstain
 
Broker
Non-Vote
John W. Holmes
 
10,222,359
 
133,358
 
59,101
 
2,615,559
David J. Ott
 
10,301,930
 
54,002
 
58,886
 
2,615,559
John M. Rohman
 
10,285,817
 
61,900
 
67,101
 
2,615,559
Lawrence J. Sterrs
 
10,291,733
 
63,199
 
59,886
 
2,615,559
The majority of votes cast voted to elect the four named persons above to the Board of Directors.
  
2.  Non-binding advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay”):
For
 
Against
 
Abstentions
 
Broker Non-Vote
10,116,709
 
244,286
 
53,820
 
2,615,561
The majority of votes cast at the Annual Meeting voted to approve the compensation of the Company’s named executive officers.

3. Non-binding advisory vote on the frequency of future Say-on-Pay votes:
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker Non-Vote
8,383,012
 
258,918
 
1,644,233
 
119,553
 
2,624,660
The majority of votes cast at the Annual Meeting voted to approve one year as the frequency of future Say-on-Pay votes.

4. Ratification of the 2012 Equity and Incentive Plan:
For
 
Against
 
Abstentions
 
Broker Non-Vote
10,204,253
 
136,273
 
74,288
 
2,615,562
The majority of votes cast at the Annual Meeting voted to ratify the 2012 Equity and Incentive Plan.

5.  Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017:
For
 
Against
 
Abstentions
12,979,926
 
20,196
 
30,254
The majority of votes cast at the Annual Meeting voted to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.





6.  Amendment of the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 20,000,000 to 40,000,000:
For
 
Against
 
Abstentions
11,963,981
 
1,048,122
 
18,273
The majority of the outstanding shares entitled to vote at the Annual Meeting voted to amend the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from 20,000,000 to 40,000,000.

Item 9.01
Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

Exhibit No.          Description
3.1            Amendment to the Articles of Incorporation of Camden National Corporation            

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 hereunto duly authorized.
 

Dated: April 26, 2017
 
 
CAMDEN NATIONAL CORPORATION
(Registrant)
 
 
 
 
 
By: 
/s/ DEBORAH A. JORDAN
 
 
Deborah A. Jordan
Chief Operating Officer, Chief Financial Officer, and Principal Financial & Accounting Officer
 




EX31.JPG

Pursuant to 13-C MRSA §1006, the undersigned corporation executes and delivers the following Articles of Amendment:
FIRST:
The text of the amendment or the information required by 13-C MRSA §121.10.E as set forth in Exhibit     A     attached, was adopted on (date)          April 25, 2017 .
 
The amendment was duly approved as follows: ("X" one box only.)
 
¨
by the incorporators – shareholder approval was not required OR
 
¨
by the board of directors – shareholder approval was not required OR
 
ý
by the shareholders in the manner required by this Act and by the articles of incorporation.
 
SECOND:
If the amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are set forth in Exhibit____or as follows:
 
THIRD:
The effective date of the articles of amendment (if other than the date of filing of the articles of amendment) is
                                                          .
EX31SIGNATURES.JPG
 

*This document MUST be signed by any duly authorized officer OR the clerk. (13-C MRSA §121.5)

Please remit your payment made payable to the Maine Secretary of State.
SUBMIT COMPLETED FORMS TO:
CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
 
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-9 (1 of 1) Rev. 8/1/2004
TEL. (207) 624-7752


EXHIBIT A
AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
CAMDEN NATIONAL CORPORATION
 
Exhibit A-1 of the Articles of Incorporation of Camden National Corporation is hereby amended and restated in its entirety to read as follows:
 
Exhibit A – 1. The number of authorized shares of common stock with no par value shall be increased from 20,000,000 to 40,000,000.