8-K 1 bhbannualmeeting2019vote.htm 8-K Document


 
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