ENTERPRISE BANCORP INC /MA/ (Form: 8-K, Received: 05/06/2021 15:19:30)

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 6, 2021 (May 4, 2021)

ENTERPRISE BANCORP, INC.

(Exact name of registrant as specified in charter)

Massachusetts

001-33912

04-3308902

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)



222 Merrimack Street
Lowell,	Massachusetts	01852
(Address of principal executive offices)		(Zip Code)

(978)459-9000

(Registrant’s telephone number, including area code)

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:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EBTC	NASDAQ Stock Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 19, 2021, the Board of Directors (the “Board”) of Enterprise Bancorp, Inc. (the “Company”) unanimously approved an amendment to the Company’s 2016 Stock Incentive Plan (as amended, the “Plan”), subject to the approval of the Company’s Stockholders (the “Amendment”). The sole purpose and effect of the proposed Amendment was to increase the aggregate number of common stock, par value $0.01 per share (“Common Stock”), that may be issued or otherwise made available under the Plan in connection with grants of stock options, shares of Common Stock subject to restrictions, and other equity-based compensation awards from 350,000 to 750,000, or a total of 400,000 shares of Common Stock. The remainder of the Plan remains unchanged.

On Tuesday, May 4, 2021, the Company held its 2021 annual meeting of stockholders (the “2021 Annual Meeting”), at which the Company’s stockholders approved the Amendment. The Amendment became effective upon such approval of the Company’s stockholders at the 2021 Annual Meeting.

A description of the material terms of the Amendment and the Plan is included in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 1, 2021 under the heading “Proposal Two – Approval of Amendment to 2016 Stock Incentive Plan” and is incorporated herein by reference. A copy of the Amendment, which is attached to the Proxy Statement as Exhibit A, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is also incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The 2021 Annual Meeting was held on May 4, 2021.

(b) At the 2021 Annual Meeting, holders of Common Stock voted to (i) elect all of the individuals nominated by the Board to serve as directors of the Company, each to serve for a three-year term expiring at the 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation, death or removal from office, (ii) approve an amendment to the Company’s 2016 Stock Incentive Plan to increase the number of shares of our Common Stock available for awards made thereunder, (iii) conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers (the “Say on Pay Proposal”), (iv) conduct a non-binding advisory vote as to whether future Say on Pay Proposals should occur every one, two, or three years (the “Say on Frequency Proposal”), and (v) ratify the appointment of RSM US LLP by the Audit Committee of the Board (the “Audit Committee”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. Votes were cast by the Company’s stockholders at the 2021 Annual Meeting as follows:

1. To elect the individuals nominated by the Board to serve as directors of the Company, each to serve for a three-year term expiring at the 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation, death or removal from office.


Nominee	For	Withheld	Broker Non-votes
Gino J. Baroni	7,879,030	661,772	1,151,943
John P. Clancy, Jr.	8,024,381	516,421	1,151,943
James F. Conway, III	7,801,543	739,259	1,151,943
John T. Grady, Jr.	8,028,700	512,102	1,151,943
Mary Jane King	8,030,297	510,505	1,151,943
Shelagh E. Mahoney	8,025,676	515,126	1,151,943

2. To approve an amendment to the Company’s 2016 Stock Incentive Plan to increase the number of shares of our Common Stock available for awards made thereunder.


For	Against	Abstain	Broker Non-votes
8,046,421	240,502	253,879	1,151,943

3. To conduct a non-binding advisory vote to approve the Say on Pay Proposal.


For	Against	Abstain	Broker Non-votes
7,969,749	227,573	343,480	1,151,943

4. To conduct a non-binding advisory vote as to the Say on Frequency Proposal.


Three Years	Two Years	One Year	Abstain	Broker Non-votes
685,859	104,605	7,477,564	272,769	1,151,943

5. To ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.


For	Against	Abstain	Broker Non-votes
9,589,531	54,799	48,415	—




Item 9.01.	Financial Statements and Exhibits.

(d)	The following exhibits are included with this Current Report on Form 8-K:

	Exhibit 10.1	Amendment No. 1 to the Enterprise Bancorp, Inc. 2016 Stock Incentive Plan.

[Remainder of Page Intentionally Blank]

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.






	ENTERPRISE BANCORP, INC.


Date: May 6, 2021	By:	/s/ Joseph R. Lussier
		Joseph R. Lussier
		Executive Vice President, Treasurer and Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1

ENTERPRISE BANCORP, INC.

2016 STOCK INCENTIVE PLAN

Amendment No. 1

THIS AMENDMENT NO. 1 (this “Amendment”) to the Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended (the “Plan”), is made by Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), effective as of the Effective Date (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

WHEREAS, the Company previously adopted the Plan for the benefit of its eligible grantees;

WHEREAS, pursuant to Section 13 of the Plan, the Company’s Board of Directors (the “Board”) may amend the Plan, provided that approval by the Company’s shareholders is required for any amendment to the Plan to the extent that such approval is required by law or the rules of any exchange on which the shares of Stock are listed, including an amendment that materially increases the aggregate number of shares of Stock that may be issued under the Plan;

WHEREAS, the Board believes it is in the best interests of the Company and its shareholders to amend the Plan as set forth herein; and

WHEREAS, this Amendment shall become effective upon the approval of this Amendment by the Company’s shareholders at the annual meeting of shareholders to be held on May 4, 2021 (the date of such approval, the “Effective Date”).

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date:

1.Aggregate Limit. The first sentence of Section 3(a) of the Plan is hereby deleted in its entirety and shall be replaced with the following:

“The maximum number of shares of Stock reserved and available for issuance under the Plan, subject to adjustment as provided in Section 3(d), shall be 750,000 shares, all of which may be subject to Incentive Stock Option treatment.”

2.Incorporation. This Amendment shall be and is hereby incorporated in and forms a part of the Plan.

3.Force and Effect. Except as otherwise set forth in this Amendment, the Plan shall remain in full force and effect.