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): October 1, 2022
ARROW FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| New York | 000-12507 | 22-2448962 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 250 Glen Street | Glens Falls | New York | 12801 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number, including area code: | 518 | | 745-1000 |
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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: |
| ☐ | 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 | Name of each exchange on which registered |
| Common Stock, Par Value $1.00 per share | AROW | NASDAQ Global Select Market |
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously announced on the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2022 by Arrow Financial Corporation (the “Company”), Edward J. Campanella, former Senior Executive Vice President, Treasurer and Chief Financial Officer of the Company, resigned from all positions he holds with the Company and its subsidiaries effective September 30, 2022. On October 1, 2022, the Company entered into a Professional Services Agreement with Mr. Campanella (the “Agreement”), effective immediately upon his resignation, pursuant to which he shall provide consulting services to the Company with regard to the transition of his roles and other matters.
The term of the Agreement will be six months and Mr. Campanella will receive compensation of $5,000 per week, plus approved out-of-pocket expenses, in exchange for the provision on average of between 10 and 12 hours of services per business week. Subject to certain exceptions, either party may terminate the Agreement without liability upon 14 days’ prior written notice to the other party.
The foregoing description of the Agreement is incomplete and is qualified in its entirety by reference to the full text of the Professional Services Agreement, which is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
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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| | ARROW FINANCIAL CORPORATION |
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| Date: | October 6, 2022 | /s/ Thomas J. Murphy |
| | Thomas J. Murphy |
| | President and Chief Executive Officer |
