Current Report Filing (8-k)

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): April 29, 2022

First Business Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

1-34095

39-1576570

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

401 Charmany Drive

Madison, Wisconsin 53719

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (608) 238-8008

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):


☐			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))

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FBIZ

The Nasdaq Stock Market LLC

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 29, 2022, First Business Financial Services, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect two Class III directors to hold office until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified; (2) approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers; and (3) ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

Of the aggregate 8,425,557 shares of the Company’s common stock issued and outstanding as of the close of business on the record date, February 25, 2022, 6,252,947 shares or 74.21% were represented in person or by proxy at the Annual Meeting.

At the Annual Meeting, the Company’s shareholders voted as follows:

(1) Election of the below-named nominees to the Board of Directors of the Company (the “Board”):


Nominees	Votes For	Votes Withheld	Broker Non-Votes
W. Kent Lorenz	5,313,059	138,644	801,245
Carol P. Sander	5,312,351	139,351	801,245

The two nominees listed above were elected by a plurality to serve on the Board. Further, each nominee received in excess of 97% of the shares voted in favor of their election.

(2) Approval in a non-binding, advisory vote, of the compensation of the Company’s named executive officers.


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,983,690	86,188	381,824	801,245

This matter was approved by shareholders with 91% of shares voted cast in favor of the proposal.

(3) Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022.


Votes For	Votes Against	Abstentions	Broker Non-Votes
6,197,051	17,527	38,369	0

This matter was approved by shareholders with 99% of shares voted cast in favor of the proposal.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibits. The following exhibit is being furnished herewith:


99.1						Slides from the 2022 Annual Meeting of Shareholders .

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 3, 2022

FIRST BUSINESS FINANCIAL SERVICES, INC.

By:

/s/ Barbara Conley

Name:

Barbara Conley

Title:

General Counsel

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