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: July 26, 2023

(Date of earliest event reported)

ARROW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

New York	0-12507	22-2448962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 Glen Street	Glens Falls	New York	12801
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code:			518	745-1000

(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	Name of each exchange on which registered
Common Stock, Par Value $1.00 per share	AROW	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of DeMarco as Director. On July 26, 2023, the Board of Directors (the “Board”) of Arrow Financial Corporation (the “Company”), reset the number of the directors of the Board from eleven (11) to ten (10) and appointed our President and Chief Executive Officer, David S. DeMarco, to serve as a Class B member of the Board effective immediately. As Mr. DeMarco is an executive officer of the Company, he will not be joining any committee of the Board at the effective date of his appointment nor will he receive any additional compensation for service as a director of the Company. There are no arrangements between Mr. DeMarco and any other person pursuant to which he was elected to serve as a director. There are no related party transactions between the Company and Mr. DeMarco that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01.     Other Events

Annual Meeting. The 2023 annual meeting of shareholders (the “Annual Meeting”) of the Company is scheduled to be held on October 25, 2023. In order for any business (other than shareholder nominees) to be brought before the Annual Meeting by a shareholder such shareholder must notify the Company of such intention by notice received at the Company’s principal executive offices not later than the close of business on August 10, 2023. Shareholder proposals intended for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at the Company’s principal executive offices no later than the close of business on August 10, 2023, which the Company believes is a reasonable time before it begins to print and mail proxy materials for the Annual Meeting. In addition, all such shareholder notices and shareholder proposals must conform to the applicable requirements of the by-laws, the rules and regulations promulgated under the Exchange Act and other applicable law. The Board has adopted August 29, 2023, as the record date for the Annual Meeting.

On July 31, 2023, the Company issued a press release related to the events described in Items 5.02 and 8.01 above. A copy of the Press Release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description

99.1	Board Appoints David S. DeMarco as Director; Approves 2023 Annual Meeting Date
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		ARROW FINANCIAL CORPORATION
Date:	July 31, 2023	/s/ Penko Ivanov
		Penko Ivanov Chief Financial Officer

EX-99.1

	250 Glen Street Glens Falls, NY 12801
	NASDAQ® Symbol: "AROW" Website: arrowfinancial.com Media Contact: Rachael Murray Tel: (518) 415-4313

FOR IMMEDIATE RELEASE

Board Appoints David S. DeMarco as Director; Approves 2023 Annual Meeting Date

GLENS FALLS, N.Y. (July 31, 2023) — The Board of Directors (the "Board") of Arrow Financial Corporation (the "Company") (NasdaqGS® - AROW) on July 26, 2023, reset the number of directors from 11 to 10 and appointed our President and Chief Executive Officer David S. DeMarco to serve as a Class B member of the Board effective immediately. As an executive officer of the Company, Mr. DeMarco will not be joining any committee of the Board at the effective date of his appointment, nor will he receive any additional compensation for service as a director of the Company.

Mr. DeMarco joined the Company in 1987 as a commercial lender and has served in positions of increasing responsibility with the organization. He was named President and CEO of Saratoga National Bank in 2012. He was named President and CEO of Arrow and its lead subsidiary, Glens Falls National Bank and Trust Company, in May 2023.

“On behalf of the Board, we are pleased to welcome Dave to the Arrow Board of Directors,” said William L. Owens, Chair of the Arrow Board. “He has a strong strategic vision for the future of our Company and remains dedicated to our customers and our communities.”

The Board on July 26, 2023, also approved holding the 2023 Annual Meeting of Shareholders (the "Annual Meeting") on October 25, 2023. The Board has adopted August 29, 2023 as the record date for the Annual Meeting. As in the past, the meeting will begin with a review of all voting matters and then feature a short presentation about the Company. Additional details about the Annual Meeting and related voting instructions will be found in the Notice of 2023 Annual Meeting of Shareholders and the 2023 Proxy Statement.

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Arrow Financial Corporation (NasdaqGS® - AROW) is a multi-bank holding company headquartered in Glens Falls, New York, serving the financial needs of northeastern New York. The Company is the parent of Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company. Other subsidiaries include North Country Investment Advisers, Inc., and Upstate Agency, LLC, specializing in property and casualty insurance and group health and employee benefits.

The information in this document may contain statements based on management’s beliefs, assumptions, expectations, estimates and projections about the future. Such "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended, involve a degree of uncertainty and attendant risk. Actual outcomes and results may differ, explicitly or by implication. We are not obligated to revise or update these statements to reflect unanticipated events. This document should be read in conjunction with Arrow’s Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission.

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XML

Cover Page	Jul. 26, 2023
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	ARROW FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	NY
Entity File Number	0-12507
Entity Tax Identification Number	22-2448962
Entity Address, Address Line One	250 Glen Street
Entity Address, City or Town	Glens Falls
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12801
City Area Code	518
Local Phone Number	745-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $1.00 per share
Trading Symbol	AROW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000717538
Amendment Flag	false
Document Period End Date	Jul. 26, 2023