ARROW FINANCIAL CORPORATION (NASDAQ:AROW) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 – Submission of Matters to a Vote of Security Holders.
Annual Meeting of Shareholders on May 3, 2017. As of the record
date, March 6, 2017, there were 13,511,594 shares of the
Company’s common stock outstanding and entitled to vote. The
holders of 10,402,252 shares of common stock, 76.99% of the
outstanding shares entitled to vote as of the record date, were
represented at the meeting in person or by proxy, and this amount
represented a quorum. The proposals are described in detail in
the Company’s Proxy Statement filed with the Securities and
Exchange Commission on March 24, 2017. At the 2017 Annual
Meeting, our shareholders (1) elected five Class A director
nominees with terms expiring in 2020 to the Board of Directors
and one Class B director nominee with a term expiring in 2018 to
the Board of Directors, (2) ratified the selection of the
independent registered public accounting firm, KPMG LLP, as our
independent auditor for the fiscal year ending December 31, 2017,
(3) approved on an advisory basis our executive compensation, and
(4) approved on an advisory basis a one year frequency advisory
vote on say on pay.
tabulation for each matter, are as follows:
|
1.
|
The election of five (5) directors to Class A for a term of
three (3) years and the election of one (1) director to Class B for a term of one (1) year or until their successors shall have been elected and qualified. |
|
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
Class A Director Nominees:
|
|
|
|
|
Mark L. Behan
|
7,112,541
|
282,648
|
3,007,063
|
|
Elizabeth A. Miller
|
7,324,937
|
70,252
|
3,007,063
|
|
Thomas J. Murphy
|
7,273,596
|
121,593
|
3,007,063
|
|
William L. Owens
|
7,100,164
|
295,025
|
3,007,063
|
|
Richard J. Reisman
|
7,274,188
|
121,001
|
3,007,063
|
|
Class B Director Nominee:
|
|
|
|
|
Raymond F. OConor
|
7,097,987
|
297,202
|
3,007,063
|
|
2.
|
The ratification of the selection of the independent
registered public accounting firm, KPMG LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2017. |
|
Common Stock Voted On:
|
Votes For
|
Votes Against
|
Abstain
|
|
KPMG LLP
|
10,356,487
|
26,486
|
19,279
|
|
3.
|
The approval, on an advisory basis, of the Companys executive
compensation. |
|
|
Votes For
|
Votes Withheld
|
Abstain
|
Broker Non-Votes
|
|
Common Stock Voted On:
|
|
|
|
|
|
Executive Compensation
|
5,929,646
|
1,332,896
|
132,647
|
3,007,063
|
|
4.
|
The approval, on an advisory basis, of the frequency of
executive compensation votes. |
|
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Votes
|
|
Common Stock Voted On:
|
|
|
|
|
|
|
Frequency of Executive Compensation Votes
|
3,594,438
|
333,705
|
2,231,898
|
1,235,148
|
3,007,063
|
About ARROW FINANCIAL CORPORATION (NASDAQ:AROW)
Arrow Financial Corporation (Arrow) is a bank holding company. The Company’s banking subsidiaries are Glens Falls National Bank and Trust Company (Glens Falls National) and Saratoga National Bank and Trust Company (Saratoga National). It operates in community banking industry segment. The Company’s business consists primarily of the ownership, supervision and control of its approximately two banks. It provides advisory and administrative services and coordinates the general policies and operation of the banks. The Company offers a range of commercial and consumer banking, and financial products. Its deposit base consists of deposits derived from the communities it serves. Through its banks’ trust operations, the Company provides retirement planning, trust and estate administration services for individuals, and pension, profit-sharing and employee benefit plan administration for corporations. ARROW FINANCIAL CORPORATION (NASDAQ:AROW) Recent Trading Information
ARROW FINANCIAL CORPORATION (NASDAQ:AROW) closed its last trading session down -0.30 at 34.05 with 10,817 shares trading hands.
