8-K

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 4, 2022 (May 3, 2022)

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

(a) The 2022 annual meeting of shareholders (the “2022 Annual Meeting”) of Enterprise Bancorp, Inc. (the “Company”) was held on May 3, 2022.

(b) At the 2022 Annual Meeting, holders of the Company’s shares of common stock voted to (i) elect all of the individuals nominated by the Company’s Board of Directors (the “Board”) to serve as directors of the Company, each to serve for a three-year term expiring at the 2025 annual meeting of shareholders or until their respective successors are duly elected and qualified, or until their earlier resignation, death or removal from office, (ii) conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers (the “Say on Pay Proposal”), and (iii) 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 year ending December 31, 2022. Votes were cast by the Company’s shareholders at the 2022 Annual Meeting as follows:

1. To elect the seven individuals nominated by the Board to serve as directors of the Company, each to serve for a three-year term expiring at the 2025 annual meeting of shareholders 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
Kenneth S. Ansin	8,091,819	777,848	1,359,540
George L. Duncan	8,217,329	652,338	1,359,540
Jacqueline F. Moloney	7,912,759	956,908	1,359,540
Luis M. Pedroso	8,337,821	531,846	1,359,540
Michael T. Putziger	7,876,600	993,068	1,359,540
Carol L. Reid	7,730,677	1,138,990	1,359,540
Nickolas Stavropoulos	7,355,168	1,514,499	1,359,540

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

For	Against	Abstain	Broker Non-votes
8,550,641	190,529	128,498	1,359,540

3. To ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

For	Against	Abstain	Broker Non-votes
10,103,826	99,139	26,242	—

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 4, 2022	By:	/s/ Joseph R. Lussier
		Joseph R. Lussier
		Executive Vice President, Treasurer and Chief Financial Officer

XML

Cover Document	May 03, 2022
Cover [Abstract]
Entity Central Index Key	0001018399
Document Type	8-K
Document Period End Date	May 03, 2022
Entity Registrant Name	ENTERPRISE BANCORP, INC.
Entity Incorporation, State or Country Code	MA
Entity File Number	001-33912
Entity Tax Identification Number	04-3308902
Entity Address, Address Line One	222 Merrimack Street
Entity Address, City or Town	Lowell,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01852
City Area Code	(978)
Local Phone Number	459-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	EBTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false