UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
Bar Harbor Bankshares (the “Company”) held its 2023 Annual Meeting of Shareholders on May 18, 2023 (the “Annual Meeting”). The board of directors of the Company (the “Board”) solicited proxies pursuant to a definitive proxy statement (the “Proxy Statement”), that the Company filed on March 31, 2023 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to the Board’s solicitation.
At the Annual Meeting, holders of Company common stock were asked to consider and vote upon the four proposals set forth below, which are described in more detail in the Proxy Statement. Each share of common stock was entitled to one vote with respect to each proposal. Holders of a total of 12,733,167 shares of common stock were present in person or by proxy at the Annual Meeting, representing 84.19% of the voting power entitled to vote at the Annual Meeting. The voting results reported below are final.
The proposals considered and voted on by the shareholders at the Annual Meeting, and the votes of the shareholders on those proposals, were as follows:
Proposal 1. | Shareholders voted as follows with respect to the election of each of the following director nominees: |
Nominee |
| For |
|
| Withhold |
| Broker Non-Votes |
Daina H. Belair |
| 10,452,532 |
|
| 304,560 |
| 1,976,075 |
Matthew L. Caras |
| 10,488,065 |
|
| 269,027 |
| 1,976,075 |
David M. Colter |
| 10,517,582 |
|
| 239,510 |
| 1,976,075 |
Martha T. Dudman |
| 10,352,099 |
|
| 404,993 |
| 1,976,075 |
Lauri E. Fernald |
| 10,431,016 |
|
| 326,076 |
| 1,976,075 |
Debra B. Miller |
| 10,478,052 |
|
| 279,040 |
| 1,976,075 |
Brendan J. O’Halloran |
| 10,466,060 |
|
| 291,032 |
| 1,976,075 |
Brian D. Shaw |
| 10,541,902 |
|
| 215,190 |
| 1,976,075 |
Curtis C. Simard |
| 10,440,197 |
|
| 316,895 |
| 1,976,075 |
Kenneth E. Smith |
| 10,473,288 |
|
| 283,804 |
| 1,976,075 |
Scott G. Toothaker |
| 10,492,676 |
|
| 264,416 |
| 1,976,075 |
David B. Woodside |
| 10,462,157 |
|
| 294,935 |
| 1,976,075 |
As a result of these votes, each of the 12 nominees was elected to serve as a director until the Company’s 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. As previously disclosed, the Company announced with deep sadness that Mr. O’Halloran passed away on May 9, 2023 and therefore will not be serving as a director. The Board chose not to submit a substitute nominee for Mr. O’Halloran’s director position, and the Board is currently comprised of 11 members.
Proposal 2. Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2022, as disclosed in the Proxy Statement, by the following vote:
| For |
| Against |
| Abstain |
| Broker Non-Votes | |
Approval of the Compensation of our Named Executive Officers |
| 9,296,103 |
| 1,211,845 |
| 249,144 |
| 1,976,075 |
Proposal 3. Shareholders approved, on a non-binding advisory basis, the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers every year, by the following vote:
| One Year |
| Two Years |
| Three Years |
| Abstain |
| Broker Non-Votes | |
Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers |
| 9,520,900 |
| 148,509 |
| 893,518 |
| 194,165 | 1,976,075 |
The Company has determined that it will continue to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s 2029 Annual Meeting of Shareholders.
Proposal 4. Shareholders ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2023, by the following vote:
| For |
| Against |
| Abstain |
| |
Ratification of Appointment of RSM US LLP |
| 12,510,501 |
| 119,086 |
| 103,580 |
|
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.
Bar Harbor Bankshares | ||
May 18, 2023 | By: | /s/ Josephine Iannelli |
Josephine Iannelli | ||
Executive Vice President and | ||