Arrow Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$AROW
Major Banks
Finance
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: June 4, 2025
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
Arrow Financial Corporation (the "Company") held its 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") on June 4, 2025. At the 2025 Annual Meeting, our shareholders (1) elected to the board of directors four Class C directors with terms expiring in 2028, one Class A director with their term expiring in 2026 and one Class B director with their term expiring in 2027; (2) approved on an advisory basis the Company's 2024 executive compensation; and (3) ratified the selection of the independent registered public accounting firm, Crowe LLP, as our independent auditor for the fiscal year ending December 31, 2025. The three foregoing proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 24, 2025. As of the record date, April 7, 2025, there were 16,670,684 shares of the Company's common stock outstanding and entitled to vote. The holders of 12,846,438 shares of common stock, representing 77.06% of the outstanding shares entitled to vote as of the record date, were represented at the 2025 Annual Meeting, either virtually or by proxy, and this amount represented a quorum.
The matters acted upon at the 2025 Annual Meeting, and the voting tabulation for each matter, are as follows:
1.The election of four (4) directors to Class C, for a term of three (3) years and/or until their successors shall have been elected and qualified, one (1) director to Class A for a term of one (1) year and/or until their successor shall have been elected and qualified and one (1) director to Class B for a term of two (2) years and/or until their successor shall have been elected and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Class C Director Nominees: | |||||||||||
| Tenée R. Casaccio | 9,211,046 | 551,725 | 3,083,667 | ||||||||
| James M. Dawsey | 9,207,144 | 555,627 | 3,083,667 | ||||||||
| Philip C. Morris | 9,420,659 | 342,112 | 3,083,667 | ||||||||
| Colin L. Read, Ph.D. | 8,881,824 | 880,947 | 3,083,667 | ||||||||
| Class A Director Nominee: | |||||||||||
| Daniel J. White | 9,465,581 | 297,190 | 3,083,667 | ||||||||
| Class B Director Nominee: | |||||||||||
| Kristine D. Duffy, Ed.D. | 9,384,378 | 378,393 | 3,083,667 | ||||||||
2. The approval, on an advisory basis, of the Company’s 2024 executive compensation.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| Common Stock Voted On: | ||||||||||||||
| Executive Compensation | 8,866,974 | 679,350 | 216,447 | 3,083,667 | ||||||||||
3. The ratification of the selection of the independent registered public accounting firm, Crowe LLP, as the Company's independent auditor for the fiscal year ending December 31, 2025.
| Common Stock Voted On: | Votes For | Votes Against | Abstain | ||||||||
| Crowe LLP | 12,399,085 | 396,130 | 51,223 | ||||||||
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.
ARROW FINANCIAL CORPORATION | |||||||||||
Date: | June 4, 2025 | By: | /s/ Penko Ivanov | ||||||||
| Penko Ivanov Chief Financial Officer | |||||||||||