United States
Securities And Exchange Commission
Washington, DC 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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. |
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”) was held on May 10, 2022. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 24, 2022. There were 17,402,607 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 13,736,022 shares, or approximately 78.93 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2022, were as follows:
Proposal 1: The election of nine (9) director nominees to serve on the board of directors of the Company until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Daniel E. Coughlin | 10,038,301 | 375,376 | 3,322,345 |
Kevin D. Lemke | 9,404,088 | 1,009,589 | 3,322,345 |
Michael S. Mathews | 8,804,864 | 1,608,813 | 3,322,345 |
Randy L. Newman | 9,898,392 | 515,285 | 3,322,345 |
Galen G. Vetter | 10,066,187 | 347,490 | 3,322,345 |
Katie A. Lorenson | 10,177,454 | 236,223 | 3,322,345 |
Janet O. Estep | 10,130,286 | 283,391 | 3,322,345 |
Jill E. Schurtz | 10,131,286 | 282,391 | 3,322,345 |
Mary E. Zimmer | 10,140,371 | 273,306 | 3,322,345 |
Proposal 2: The ratification of the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
13,146,237 | 112,190 | 477,595 | 0 |
Item 9.01.Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBLR 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.
Date: May 11, 2022 | Alerus Financial Corporation | |
By: | /s/ Katie A. Lorenson | |
Name: | Katie A. Lorenson | |
Title: | President and Chief Executive Officer | |
Document and Entity Information |
May 11, 2022 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 11, 2022 |
| Entity File Number | 001-39036 |
| Entity Registrant Name | Alerus Financial Corporation |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 45-0375407 |
| Entity Address, Address Line One | 401 Demers Avenue |
| Entity Address, City or Town | Grand Forks |
| Entity Address, State or Province | ND |
| Entity Address, Postal Zip Code | 58201 |
| City Area Code | 701 |
| Local Phone Number | 795-3200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $1.00 par value per share |
| Trading Symbol | ALRS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0000903419 |
| Amendment Flag | false |