Alerus Financial Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

 

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, 2025

 

Alerus Financial Corporation
(Exact Name of Registrant as Specified in Charter)

 

 

401 Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (701) 795-3200

 

N/A
(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 (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

As described below under Item 5.07, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”), the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”) from 30,000,000 to 60,000,000. The Amendment was previously approved by the Board of Directors of the Company (the “Board”), subject to stockholder approval, and became effective on May 8, 2025 upon filing with the Delaware Secretary of State.

 

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

 

The Annual Meeting of the Company was held on May 8, 2025. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 12, 2025. There were 25,510,740 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 21,765,963 shares, or approximately 85.32% 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 28, 2025, were as follows:

 

Proposal 1: The election of nine (9) director nominees to serve on the Board until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

 

 

 

Proposal 2: For the approval, on a non-binding advisory basis, of the 2024 compensation paid to the

Company’s named executive officers:

 

 

Proposal 3: For the approval, on a non-binding advisory basis, of how often the Company will hold future advisory votes on the compensation paid to the Company’s named executive officers:

 

 

Based upon these results, and consistent with the Board’s recommendation to stockholders in the proxy statement for the Annual Meeting, the Company expects that it will continue to hold an advisory stockholder vote on executive compensation every year until the Company’s 2031 Annual Meeting of Stockholders, when the next stockholder vote on the frequency of future advisory votes on executive compensation is required under the Securities Exchange Act of 1934.

 

Proposal 4: The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:

 

 

Proposal 5: For the approval of the Amendment to increase the number of authorized shares of Company Common Stock authorized for issuance:

 

 

 

Item 9.01.         Financial Statements and Exhibits.

 

 

 

 

 

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.