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 1, 2024

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Delaware	001-15373	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 N. Meramec Avenue, St. Louis, Missouri (Address of principal executive offices) 63105 (Zip Code)

Registrant's telephone number, including area code

(314) 725-5500

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:

 ☐   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, par value $0.01 per share	EFSC	Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	EFSCP	Nasdaq Global Select 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

Enterprise Financial Services Corp (the “Company”) held its annual meeting of shareholders on May 1, 2024 (the “2024 Annual Meeting”). The following matters were submitted to a vote at the 2024 Annual Meeting and the voting results are as follows:

1. Election of Directors: The fourteen nominees named in the Company’s proxy statement for the 2024 Annual Meeting (the “Proxy Statement”) were elected to serve a one-year term expiring in 2025 or until their successors are duly elected and qualified, based upon the following votes:

Director Nominee	Votes For	Votes Withheld		Broker Non-Votes
Lyne B. Andrich	27,319,287		295,982	3,974,182
Michael A. DeCola	25,844,322		1,770,947	3,974,182
Robert E. Guest, Jr.	25,873,376		1,741,893	3,974,182
James M. Havel	26,983,446		631,823	3,974,182
Michael R. Holmes	27,051,910		563,359	3,974,182
Nevada A. Kent, IV	27,323,574		291,695	3,974,182
James B. Lally	27,017,621		597,648	3,974,182
Marcela Manjarrez	26,810,155		805,114	3,974,182
Stephen P. Marsh	27,131,158		484,111	3,974,182
Daniel A. Rodrigues	27,149,419		465,850	3,974,182
Richard M. Sanborn	26,862,648		752,621	3,974,182
Eloise E. Schmitz	27,083,138		532,131	3,974,182
Sandra A. Van Trease	26,048,714		1,566,555	3,974,182
Lina A. Young	26,804,868		810,401	3,974,182

2. Ratification of the Appointment of the Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal year 2024 was ratified as follows:

Votes For	Votes Against	Abstain
30,260,833	1,241,431	87,187

3. Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement, was approved by the following votes:

Votes For	Votes Against	Abstain	Broker Non-Votes
26,395,428	971,668	248,173	3,974,182

No other matters were considered and voted on by the shareholders at the 2024 Annual Meeting.

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 thereunto duly authorized.

		ENTERPRISE FINANCIAL SERVICES CORP
Date:	May 6, 2024	By:	/s/ Troy R. Dumlao
			Troy R. Dumlao
			Executive Vice President and Chief Accounting Officer

XML

Document and Entity Information Document	May 01, 2024
Document Type	8-K
Document Period End Date	May 01, 2024
Entity Registrant Name	ENTERPRISE FINANCIAL SERVICES CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15373
Entity Tax Identification Number	43-1706259
Entity Address, Address Line One	150 N. Meramec Avenue
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	725-5500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001025835
Amendment Flag	false
Common Stock
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EFSC
Security Exchange Name	NASDAQ
Depositary Shares
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	EFSCP
Security Exchange Name	NASDAQ