Enterprise Financial Services Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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
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Item 5.07 Submission of Matters to a Vote of Security Holders
Enterprise Financial Services Corp (the “Company”) held its annual meeting of stockholders on May 7, 2025 (the “2025 Annual Meeting”). The following matters were submitted to a vote at the 2025 Annual Meeting and the voting results are as follows:
1. Election of Directors: The eleven nominees named in the Company’s proxy statement for the 2025 Annual Meeting (the “Proxy Statement”) were elected to serve a one-year term expiring in 2026 or until their successors are duly elected and qualified, based upon the following votes:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||||||||
| Lyne B. Andrich | 27,829,145 | 449,402 | 3,018,145 | |||||||||||||||||||||||
| Michael A. DeCola | 26,545,838 | 1,732,709 | 3,018,145 | |||||||||||||||||||||||
| Michael E. Finn | 27,736,502 | 542,045 | 3,018,145 | |||||||||||||||||||||||
| Michael R. Holmes | 27,206,109 | 1,072,438 | 3,018,145 | |||||||||||||||||||||||
| Nevada A. Kent, IV | 27,782,139 | 496,408 | 3,018,145 | |||||||||||||||||||||||
| James B. Lally | 27,660,802 | 617,745 | 3,018,145 | |||||||||||||||||||||||
| Marcela Manjarrez | 27,492,861 | 785,686 | 3,018,145 | |||||||||||||||||||||||
| Stephen P. Marsh | 27,858,992 | 419,555 | 3,018,145 | |||||||||||||||||||||||
| Richard M. Sanborn | 27,443,662 | 834,885 | 3,018,145 | |||||||||||||||||||||||
| Sandra A. Van Trease | 26,761,909 | 1,516,638 | 3,018,145 | |||||||||||||||||||||||
| Lina A. Young | 27,492,861 | 785,686 | 3,018,145 | |||||||||||||||||||||||
2. Ratification of the Appointment of the Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal year 2025 was ratified as follows:
| Votes For | Votes Against | Abstain | ||||||||||||
| 30,364,898 | 926,073 | 5,721 | ||||||||||||
3. Approval of an Amendment to the Enterprise Financial Services Corp Amended and Restated 2018 Stock Incentive Plan to Increase the Number of Shares Available for Award. The proposal to approve this amendment was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 26,167,705 | 2,042,684 | 68,158 | 3,018,145 | |||||||||||||||||
4. Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement, was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 22,219,005 | 5,979,163 | 80,379 | 3,018,145 | |||||||||||||||||
No other matters were considered and voted on by the shareholders at the 2025 Annual Meeting.
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 thereunto duly authorized.
| ENTERPRISE FINANCIAL SERVICES CORP | ||||||||||||||
| Date: | May 12, 2025 | By: | /s/ Troy R. Dumlao | |||||||||||
| Troy R. Dumlao | ||||||||||||||
| Executive Vice President and Chief Accounting Officer | ||||||||||||||