Burke & Herbert Financial Services Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, 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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 5.07 - Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on May 22, 2025. At the Annual Meeting, the Company’s shareholders considered and voted on the two proposals set forth below, each of which is described in greater detail in the Proxy Statement. At the close of business on March 14, 2025, the record date for the Annual Meeting, there were 14,982,807 shares of the Company’s voting common stock outstanding. At the meeting there were 10,797,474 shares of the Company’s voting common stock represented in person or by proxy, constituting a quorum.
The voting results from the Annual Meeting as to the proposals presented to the shareholders were as follows:
Proposal 1: Election of Directors. The Company’s shareholders elected fifteen directors to each serve a one-year term expiring in 2026. The voting results were as follows:
| Common Stock | ||||||||||||||||||||||||||
| Director | Votes For | Votes Against | Votes Abstained | Broker Non Votes | ||||||||||||||||||||||
| Mark G. Anderson | 7,363,258 | 71,287 | 48,900 | 3,314,029 | ||||||||||||||||||||||
| Julian F. Barnwell, Jr. | 7,360,761 | 80,866 | 41,818 | 3,314,029 | ||||||||||||||||||||||
| Oscar M. Bean | 7,370,920 | 80,112 | 32,413 | 3,314,029 | ||||||||||||||||||||||
| Katherine D. Bonnafé | 7,314,466 | 125,012 | 43,967 | 3,314,029 | ||||||||||||||||||||||
| David P. Boyle | 7,342,344 | 116,458 | 24,643 | 3,314,029 | ||||||||||||||||||||||
| James M. Burke | 7,388,375 | 70,919 | 24,151 | 3,314,029 | ||||||||||||||||||||||
| James P. Geary, II | 7,314,407 | 136,774 | 32,264 | 3,314,029 | ||||||||||||||||||||||
| Georgette R. George | 7,200,493 | 258,588 | 24,364 | 3,314,029 | ||||||||||||||||||||||
| Gary L. Hinkle | 7,374,092 | 76,680 | 32,673 | 3,314,029 | ||||||||||||||||||||||
| S. Laing Hinson | 7,204,987 | 236,789 | 41,669 | 3,314,029 | ||||||||||||||||||||||
| H. Charles Maddy, III | 7,311,378 | 139,827 | 32,240 | 3,314,029 | ||||||||||||||||||||||
| Shawn P. McLaughlin | 7,331,520 | 110,545 | 41,380 | 3,314,029 | ||||||||||||||||||||||
| Charles S. Piccirillo | 7,331,275 | 119,766 | 32,404 | 3,314,029 | ||||||||||||||||||||||
| Jose D. Riojas | 7,323,284 | 115,496 | 44,665 | 3,314,029 | ||||||||||||||||||||||
| Jill S. Upson | 7,356,035 | 102,351 | 25,059 | 3,314,029 | ||||||||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
| Common Stock | ||||||||||||||||||||
| Votes For | Votes Against | Votes Abstained | Broker Non Votes | |||||||||||||||||
| 10,729,761 | 36,354 | 31,359 | — | |||||||||||||||||
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 23rd day of May, 2025.
| Burke & Herbert Financial Services Corp. | |||||
By: | /s/ Roy E. Halyama | ||||
Name: | Roy E. Halyama | ||||
Title: | Executive Vice President, CFO | ||||