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 4, 2021 (April 28, 2021)
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 | | 63105 |
| (Address of principal executive offices) | | (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 |
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 Company held its annual meeting of shareholders on April 28, 2021 (the “2021 Annual Meeting”). The following matters were submitted to a vote at the 2021 Annual Meeting and the voting results are as follows:
1. Election of Directors: The twelve nominees named in the Company’s 2021 Proxy Statement were elected to serve a one-year term expiring in 2022 or until their successors are duly elected and qualified, based upon the following votes:
| | | | | | | | | | | | | | | | | | | | |
| Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| | | | | | |
| Michael A. DeCola | | 22,109,934 | | 800,073 | | 2,541,852 |
| John S. Eulich | | 22,175,709 | | 734,298 | | 2,541,852 |
| Robert E. Guest, Jr. | | 22,106,558 | | 803,449 | | 2,541,852 |
| James M. Havel | | 22,713,416 | | 196,591 | | 2,541,852 |
| Judith S. Heeter | | 22,652,143 | | 257,864 | | 2,541,852 |
| Michael R. Holmes | | 22,708,366 | | 201,641 | | 2,541,852 |
| Nevada A. Kent, IV | | 22,854,772 | | 55,235 | | 2,541,852 |
| James B. Lally | | 22,319,242 | | 590,765 | | 2,541,852 |
| Richard M. Sanborn | | 22,176,722 | | 733,285 | | 2,541,852 |
| Anthony R. Scavuzzo | | 22,871,983 | | 38,024 | | 2,541,852 |
| Eloise E. Schmitz | | 22,855,051 | | 54,956 | | 2,541,852 |
| Sandra A. Van Trease | | 22,108,420 | | 801,587 | | 2,541,852 |
2. Ratification of the Appointment of 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 2021 was ratified as follows:
| | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain |
| 24,740,762 | | 707,126 | | 3,971 |
3. Approval of an Amendment to the Enterprise Financial Services Corp Amended and Restated 2018 Stock Incentive Plan to Increase the Number of Shares Available for Award. The proposal to approve this amendment was approved by the following votes:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 21,699,689 | | 1,084,585 | | 125,733 | | 2,541,852 |
4. 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 |
| 22,243,695 | | 397,421 | | 268,891 | | 2,541,852 |
5. Advisory (Non-Binding) Vote on the Frequency of the Advisory Vote on Executive Compensation. The proposal to approve, on an advisory basis, the frequency of the advisory vote on compensation of the Company's named executive officers, as described in the Proxy Statement, was approved by the following votes:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 21,198,264 | | 316,409 | | 1,160,933 | | 234,401 | | 2,541,852 |
Based on the results of this vote, and consistent with the recommendation of the Company’s Board of Directors, the Company intends to include an advisory shareholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of named executive officers, which will occur no later than our Annual Meeting in 2027.
No other matters were considered and voted on by the stockholders at the 2021 Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
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.
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| | | ENTERPRISE FINANCIAL SERVICES CORP |
| | | | |
| Date: | May 4, 2021 | | By: | /s/ Troy R. Dumlao |
| | | | Troy R. Dumlao |
| | | | Senior Vice President and Chief Accounting Officer |
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