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 8, 2024 (May 7, 2024)
ENTERPRISE BANCORP, INC.
(Exact name of registrant as specified in charter)
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| Massachusetts | | 001-33912 | | 04-3308902 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 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:
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| 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 2024 annual meeting of shareholders (the “2024 Annual Meeting”) of Enterprise Bancorp, Inc. (the “Company”) was held on May 7, 2024.
(b) At the 2024 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 2027 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, 2024. Votes were cast by the Company’s shareholders at the 2024 Annual Meeting as follows:
1. To elect the five individuals nominated by the Board to serve as directors of the Company, each to serve for a three-year term expiring at the 2027 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 | | Against | Abstain | | Broker Non-votes |
| Gino J. Baroni | | 7,050,577 | | 1,015,936 | 366,364 | | 1,300,291 |
| John P. Clancy, Jr. | | 7,126,261 | | 905,278 | 401,338 | | 1,300,291 |
| James F. Conway, III | | 6,477,037 | | 1,581,792 | 374,047 | | 1,300,291 |
| John T. Grady, Jr. | | 7,081,012 | | 987,345 | 364,520 | | 1,300,291 |
| Mary Jane King | | 7,049,515 | | 989,490 | 393,872 | | 1,300,291 |
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2. To conduct a non-binding advisory vote to approve the Say on Pay Proposal.
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| For | | Against | | Abstain | | Broker Non-votes |
| 7,736,080 | | 316,866 | | 379,931 | | 1,300,291 |
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, 2024.
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| For | | Against | | Abstain | | Broker Non-votes |
| 9,404,479 | | 270,335 | | 58,354 | | — |
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.
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| ENTERPRISE BANCORP, INC. |
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| Date: May 8, 2024 | By: | /s/ Joseph R. Lussier |
| | Joseph R. Lussier |
| | Executive Vice President, Treasurer and Chief Financial Officer |
