Burke & Herbert Financial Services Corp. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
$BHRB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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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
(b) On January 23, 2025, Jason A. Kitzmiller, a member of the Board of Directors (the “Board”) of Burke & Herbert Financial Services Corp. (the “Company”) provided notice of his decision to not stand for re-election at the Company’s 2025 Annual Shareholder’s Meeting (the “2025 Annual Meeting”). Mr. Kitzmiller will continue to serve as a director and on the committees of which he is a member until his term expires at the 2025 Annual Meeting. The Company thanks Mr. Kitzmiller for his service as a member of the board of directors of the Company and his prior service as a member of the board of directors of Summit Financial Group, Inc.
Item 8.01 - Other Events
On January 23, 2025, the Board determined that the 2025 Annual Meeting will be held at the Burke & Herbert Corporate Center at 5680 King Centre Drive, Alexandria, Virginia 22315 on Tuesday, May 22, 2025 at 8:00 a.m. eastern time. The Board also set March 14, 2025 as the record date for determining the shareholders entitled to receive notice of, and vote at, the 2025 Annual Meeting. All other relevant information concerning the 2025 Annual Meeting will be included in the Company’s proxy materials to be distributed in connection with the 2025 Annual Meeting, which will be filed with the Securities and Exchange Commission (“SEC”) and made available to the Company’s shareholders at a later date.
Because the date of the 2025 Annual Meeting is more than 30 days prior to the anniversary date of the Company’s 2024 Annual Meeting of Shareholders, the Company is hereby providing notice of the revised deadlines for shareholder proposals via this Form 8-K.
To be eligible for inclusion in the proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholder proposals (including any additional information specified in the Company’s Bylaws) must be received by our Secretary at the Company’s principal executive offices no later than February 21, 2025.
A shareholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Bylaws must be received by our Corporate Secretary at the Company’s principal executive offices by February 21, 2025.
Shareholder proposals and shareholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Bylaws. Any shareholder proposal for inclusion in the Company’s proxy materials, notice of proposed business to be brought before the 2025 Annual Meeting or director nomination should be addressed to our Secretary, Burke & Herbert Financial Services Corp., 100 S. Fairfax Street, Alexandria, VA 22314.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 on this 29th day of January, 2025.
| Burke & Herbert Financial Services Corp. | |||||
By: | /s/ Roy E. Halyama | ||||
Name: | Roy E. Halyama | ||||
Title: | Executive Vice President, CFO | ||||