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 2, 2018
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, St. Louis, Missouri (Address of principal executive offices) | 63105 (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of the Amended and Restated 2018 Stock Incentive Plan.
On May 2, 2018, stockholders of Enterprise Financial Services Corp (the “Company”) approved an amendment and restatement of the Company’s Stock Incentive Plan (the “Plan”) increasing the number of shares available for issuance and making certain other additional changes and restating the 2013 Stock Incentive Plan. The Plan is described in Proposal C in the Company’s proxy statement for the 2018 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 14, 2018 (the “Proxy Statement”) as supplemented by an additional filing on March 30, 2018 (the “Supplemental Proxy Statement”) and is included in its entirety as Appendix A to the Proxy Statement and Annex A to the Supplemental Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 2, 2018 in St. Louis, Missouri (the “2018 Annual Meeting”). The following matters were submitted to a vote at the 2018 Annual Meeting and the voting results are as follows:
1. Election of Directors: The twelve nominees named in the Company’s 2018 proxy statement were elected to serve a one-year term expiring in 2019 and until their successors are duly elected and qualified, based upon the following votes:
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
John Q. Arnold | 16,523,873 | 39,270 | 3,343,597 | |||
Michael A. DeCola | 16,184,654 | 378,489 | 3,343,597 | |||
John S. Eulich | 16,524,023 | 39,120 | 3,343,597 | |||
Robert E. Guest, Jr. | 16,151,636 | 411,507 | 3,343,597 | |||
James M. Havel | 16,502,128 | 61,015 | 3,343,597 | |||
Judith S. Heeter | 16,382,265 | 180,878 | 3,343,597 | |||
Michael R. Holmes | 16,491,290 | 71,853 | 3,343,597 | |||
Nevada A. Kent, IV | 16,490,564 | 72,579 | 3,343,597 | |||
James B. Lally | 16,520,923 | 42,220 | 3,343,597 | |||
Michael T. Normile | 16,506,299 | 56,844 | 3,343,597 | |||
Eloise E. Schmitz | 16,490,655 | 72,478 | 3,343,597 | |||
Sandra A. Van Trease | 16,136,302 | 426,841 | 3,343,597 | |||
2. Ratification of Appointment of Independent Registered Accounting Firm. The appointment of Deloitte & Touche LLP to serve as the Company's independent registered accounting firm for fiscal year 2018 was ratified as follows:
Votes For | Votes Against | Abstain | ||
19,323,360 | 514,121 | 69,259 | ||
3. Advisory (Non-Binding) Vote of the Compensation of our Named Executive Officers. 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 | |||
16,248,939 | 114,886 | 199,318 | 3,343,597 | |||
4. Approval of the Amended and Restated 2018 Stock Incentive Plan. The proposal to approve this plan was approved by the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
15,959,503 | 538,926 | 64,714 | 3,343,597 | |||
5. Approval of the 2018 Employee Stock Purchase Plan. The proposal to approve this plan was approved by the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
13,949,464 | 2,556,116 | 57,563 | 3,343,597 | |||
No other matters were considered and voted on by the stockholders at the 2018 Annual Meeting.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENTERPRISE FINANCIAL SERVICES CORP | ||||
Date: | May 4, 2018 | By: | /s/ Mark G. Ponder | |
Mark G. Ponder | ||||
Senior Vice President and Controller | ||||