Esquire Financial Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ESQ
Commercial 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 30, 2024
(Exact name of the registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(516 ) 535-2002
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 30, 2024, the stockholders of Esquire Financial Holdings, Inc. (the “Company”) approved the Company’s 2024 Equity Incentive Plan
(the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Esquire Bank. A description of the material terms of the Plan is contained in the Company’s Definitive Proxy Statement for the
Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 18, 2024 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1,
which is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Securities Holders
The Annual Meeting of Stockholders of the Company was held on May 30, 2024. The matters listed below were submitted to a vote of the
stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting. Of
the 8,292,789 shares outstanding and entitled to vote, 7,252,672 shares were present at the meeting in person or by proxy. The stockholders elected all of the nominees listed in Proposal 1, and approved Proposals 2, 3 and 4. The final results of the
stockholders’ vote are as follows:
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1.
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Election of directors:
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For a three-year term
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For
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Withheld
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Broker Non-Votes
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Anthony Coelho
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5,010,099
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1,258,272
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984,301
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Richard T. Powers
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5,207,857
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1,060,514
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984,301
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Andrew C. Sagliocca
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6,056,876
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211,495
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984,301
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For a one-year term
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For
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Withheld
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Broker Non-Votes
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Rena Nigam
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6,231,854
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36,517
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984,301
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2.
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The approval of the Esquire Financial Holdings, Inc. 2024 Equity Incentive Plan:
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For
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Against
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Abstain
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Broker Non-votes
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4,256,099
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1,920,543
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91,729
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984,301
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3.
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The approval of the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year
ending December 31, 2024:
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For
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Against
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Abstain
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Broker Non-votes
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7,246,783
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2,116
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3,773
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—
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4.
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The approval of an advisory vote on executive compensation (“Say-on-Pay”):
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For
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Against
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Abstain
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Broker Non-votes
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5,681,302
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424,255
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162,814
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984,301
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Item 9.01 Financial Statements and Exhibits
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(a)
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No financial statements of businesses acquired are required.
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(b)
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No pro forma financial information is required.
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(c)
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Not Applicable.
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(d)
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Exhibits.
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10.1
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Esquire Financial Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April
18, 2024 (File No. 001-38131))
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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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.
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ESQUIRE FINANCIAL HOLDINGS, INC.
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Dated: May 30, 2024
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By: /s/ Andrew C. Sagliocca
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Andrew C. Sagliocca
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Vice Chairman, Chief Executive Officer and President
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