Form 8-K - Current report

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 16, 2024

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)


Maine	001-13349	01-0393663
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

PO Box 400		04609-0400
82 Main Street		(Zip Code)
Bar Harbor, Maine
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (207) 288-3314

Not Applicable

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $2.00 per share	BHB	NYSE American

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 ☐

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 5.07 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

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.


	Bar Harbor Bankshares

May 17, 2024	By:	/s/ Josephine Iannelli
		Josephine Iannelli
		Executive Vice President and Chief Financial Officer

Document and Entity Information	May 16, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity File Number	001-13349
Entity Registrant Name	BAR HARBOR BANKSHARES
Entity Incorporation, State or Country Code	ME
Entity Tax Identification Number	01-0393663
Entity Address, Address Line One	PO Box 400
Entity Address, Adress Line Two	82 Main Street
Entity Address, City or Town	Bar Harbor
Entity Address, Postal Zip Code	04609-0400
Entity Address, Country	ME
City Area Code	207
Local Phone Number	288-3314
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $2.00 per share
Trading Symbol	BHB
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0000743367
Amendment Flag	false