Item 5.07 Submission of Matters to a Vote of Security Holders
Bar Harbor Bankshares (the “Company”) held its 2024 Annual Meeting of Shareholders on May 16, 2024 (the “Annual Meeting”). The board of directors of the Company (the “Board”) solicited proxies pursuant to a definitive proxy statement (as supplemented, the “Proxy Statement”), that the Company filed on April 1, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to the Board’s solicitation.
At the Annual Meeting, holders of Company common stock, par value $2.00 per share (“common stock”), were asked to consider and vote upon the three proposals set forth below, which are described in more detail in the Proxy Statement. Each share of common stock was entitled to one vote with respect to each proposal. Holders of a total of 12,525,741 shares of common stock were present in person or by proxy at the Annual Meeting, representing 82.5% of the voting power entitled to vote at the Annual Meeting. The voting results reported below are final.
The proposals considered and voted on by the shareholders at the Annual Meeting, and the votes of the shareholders on those proposals, were as follows:
Proposal 1. | Shareholders voted as follows with respect to the election of each of the following director nominees: |
Nominee | | For | | | Withhold | | Broker Non-Votes |
Daina H. Belair | | 10,382,961 | | | 292,767 | | 1,850,013 |
Matthew L. Caras | | 10,369,300 | | | 306,428 | | 1,850,013 |
David M. Colter | | 10,500,940 | | | 174,788 | | 1,850,013 |
Lauri E. Fernald | | 10,307,565 | | | 368,163 | | 1,850,013 |
Heather D. Jones | | 10,431,592 | | | 244,136 | | 1,850,013 |
Debra B. Miller | | 10,410,226 | | | 265,502 | | 1,850,013 |
Brian D. Shaw | | 10,497,207 | | | 178,521 | | 1,850,013 |
Curtis C. Simard | | 10,411,259 | | | 264,469 | | 1,850,013 |
Kenneth E. Smith | | 10,405,315 | | | 270,413 | | 1,850,013 |
Scott G. Toothaker | | 10,437,779 | | | 237,949 | | 1,850,013 |
As a result of these votes, each of the 10 nominees was elected to serve as a director until the Company’s 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal from office.
Proposal 2. Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2023, as disclosed in the Proxy Statement, by the following vote:
| | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Votes |
Approval of the Compensation of our Named Executive Officers | | 9,045,493 | | 1,349,331 | | 280,904 | | 1,850,013 |
Proposal 3. Shareholders ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2024, by the following vote:
| | | | | | | |
| | For | | Against | | Abstain | |
Ratification of Appointment of RSM US LLP | | 12,271,800 | | 124,883 | | 129,058 | |