Camden National Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CAC
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 (date of earliest event reported): May 20, 2025
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Registrant's telephone number, including area code: (207 ) 236-8821
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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| Item 5.02 | Submission of Matters to a Vote of Security Holders. | ||||
As reported in Item 5.07 below, the shareholders of Camden National Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2022 Equity and Incentive Plan (the “Plan”) at the Company’s 2025 annual meeting of shareholders, which was held on Tuesday, May 20, 2025 (the “Annual Meeting”). The Amendment had previously been approved by the Company’s Board of Directors, subject to shareholder approval. The Amendment increases the number of shares of the Company’s common stock reserved for issuance under the Plan by 560,000 additional shares and extends the term of the Plan to May 20, 2035.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and the Amendment, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are hereby incorporated into this report by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The 2025 Annual Meeting of Shareholders of the Company was held on May 20, 2025 at the Company’s Hanley Center, Fox Ridge Office Park, 245 Commercial Street, Rockport Maine and in a virtual format. At the Annual Meeting, there were present in person or by proxy 13,941,390 shares of the Company's common stock, representing approximately 83% of the total outstanding eligible votes. The Company’s shareholders voted on four proposals and cast their votes as described below.
1. Election of twelve persons to the Board of Directors, each to serve a one year term and until each such director's successor is elected and qualified:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||||||||
| Craig N. Denekas | 11,606,968 | 323,386 | 19,825 | 1,991,211 | ||||||||||||||||||||||
| Simon R. Griffiths | 11,663,986 | 266,228 | 19,965 | 1,991,211 | ||||||||||||||||||||||
| Rebecca K. Hatfield | 11,717,411 | 209,320 | 23,448 | 1,991,211 | ||||||||||||||||||||||
| Larry K. Haynes | 11,646,761 | 285,239 | 18,179 | 1,991,211 | ||||||||||||||||||||||
| S. Catherine Longley | 11,716,874 | 213,489 | 19,816 | 1,991,211 | ||||||||||||||||||||||
| Raina L. Maxwell | 11,736,127 | 195,270 | 18,782 | 1,991,211 | ||||||||||||||||||||||
| Marie J. McCarthy | 11,739,325 | 192,970 | 17,884 | 1,991,211 | ||||||||||||||||||||||
| Robert D. Merrill | 11,664,820 | 264,077 | 21,282 | 1,991,211 | ||||||||||||||||||||||
| James H. Page | 11,569,173 | 361,180 | 19,826 | 1,991,211 | ||||||||||||||||||||||
| Robin A. Sawyer | 11,700,970 | 227,365 | 21,844 | 1,991,211 | ||||||||||||||||||||||
| Carl J. Soderberg | 11,565,309 | 365,045 | 19,825 | 1,991,211 | ||||||||||||||||||||||
| Lawrence J. Sterrs | 11,509,535 | 420,817 | 19,827 | 1,991,211 | ||||||||||||||||||||||
The majority of votes cast at the Annual Meeting voted to elect the twelve named persons above to the Board of Directors for a term of one year.
2. Approval of an Amendment to the Company's 2022 Equity and Incentive Plan to increase the number of shares issuable under the plan and to extend the term of the plan to 2035:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 11,414,170 | 495,877 | 40,132 | 1,991,211 | |||||||||||||||||
The majority of votes cast at the Annual Meeting voted to approve the amendment to the Company's 2022 Equity and Incentive Plan to increase the number of shares issuable under the plan and to extend the term of the plan to 2035.
3. Non-binding advisory vote on the compensation of the Company's named executive officers ("Say-on-Pay"):
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 11,685,331 | 208,990 | 55,858 | 1,991,211 | |||||||||||||||||
The majority of votes cast at the Annual Meeting voted to approve the compensation of the Company's named executive officers.
4. Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025:
| For | Against | Abstain | ||||||||||||
| 13,735,341 | 193,492 | 12,557 | ||||||||||||
The majority of votes cast at the Annual Meeting voted to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) The following exhibits are filed with this Report:
| Exhibit No. | Description | ||||
| 101 | Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | Cover Page Interactive Data File - Included in Exhibit 101. | ||||
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.
Dated: May 23, 2025
| CAMDEN NATIONAL CORPORATION (Registrant) | ||||||||
| By: | /s/ MICHAEL R. ARCHER | |||||||
| Michael R. Archer Chief Financial Officer and Principal Financial & Accounting Officer | ||||||||