Bank First Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 17, 2024, Bank First Corporation director David R. Sachse retired from the Board of Directors (the “Board”). New director Erin A. Davis was elected to the Board.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Bank First Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders on June 17, 2024 (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The proposal was to elect as directors the five (5) nominees named in the proxy statement to serve until the 2027 Annual Meeting of Shareholders.
| Nominee | Votes For | Vote Against | Abstentions | Broker Non-Votes | ||||||||
| Mary-Kay H. Bourbulas | 4,785,056 | 511,273 | 0 | 1,776,456 | ||||||||
| Erin A. Davis | 5,273,256 | 23,073 | 0 | 1,776,456 | ||||||||
| Robert D. Gregorski | 4,942,071 | 354,258 | 0 | 1,776,456 | ||||||||
| Phillip R. Maples | 5,067,121 | 229,209 | 0 | 1,776,456 | ||||||||
| Peter J. Van Sistine | 5,246,718 | 49,611 | 0 | 1,776,456 |
Proposal 2
The proposal was to ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||||||
| 7,008,433 | 9,777 | 54,575 | 0 |
Proposal 3
The proposal was an advisory vote on the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 4,943,706 | 204,850 | 147,773 | 1,776,456 |
Proposal 4
The proposal was an advisory vote on the frequency of the advisory vote on the Company’s executive compensation.
| Three Years | Two Years | One Year | Abstain | Broker Non-Votes | ||||||||||||||
| 2,381,143 | 171,866 | 2,633,221 | 110,100 | 1,776,456 | ||||||||||||||
| Item 7.01 | Regulation FD Disclosure. |
The Company made a presentation to its shareholders at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.2 to this Report on Form 8-K and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated June 18, 2024 | |
| 99.2 | Annual Meeting Presentation dated June 17, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | ||
| Date: June 18, 2024 | By: | /s/ Kevin M. LeMahieu |
| Kevin M. LeMahieu | ||
| Chief Financial Officer | ||