Camden National Corporation (NASDAQ:CAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Long-Term Incentive Plan

On April 28, 2020, the Board of Directors of Camden National Corporation (the “Company”) approved the grant of equity compensation awards to certain executive officers of the Company, including Gregory A. Dufour, President and Chief Executive Officer; Gregory A. White, Chief Financial Officer and Principal Financial & Accounting Officer; Joanne T. Campbell, Executive Vice President, Risk Management; William H. Martel, Executive Vice President, Technology and Support; Jennifer M. Mirabile, Executive Vice President, Wealth Management; Timothy P. Nightingale, Executive Vice President and Senior Lending Officer; and Patricia Rose, Executive Vice President, Retail and Mortgage Banking. A portion of the awards will be granted as performance shares under the Company’s Amended and Restated Long-Term Performance Share Plan for 2020 – 2022 (the “2020 – 2022 LTIP”) and a portion of the awards will be granted as time-vested restricted shares under the Camden National Corporation 2012 Equity and Incentive Plan.

Performance goals under the 2020 – 2022 LTIP include, specifically, (i) tangible common equity ratio and (ii) return on average equity goals relative to an index of peer companies, for threshold, target, and superior levels of performance. Each participating executive has a predetermined “target award,” which is reflected as a percentage of his or her base salary at the beginning of the long-term performance and vesting period. At the end of each long-term performance and vesting period, based upon the achievement of specific performance and service measures, each participant shall receive an award in accordance with the performance level and service, paid in Company shares. Actual awards of performance shares can range in value from 50% of the target award, when performance is at the threshold level, to 200% of the target award when performance is at the superior level. The awards of time-vested restricted shares will vest in three equal annual installments. The conversion of dollar amounts into shares will be based on the market value of a share on April 28, 2020, the grant date. The Company’s closing price on April 28, 2020 was $32.02.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Long-Term Performance Share Plan, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

On April 28, 2020, the Board of Directors of the Company amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”). The summary of changes below does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.

Amendments Related to Meetings of Stockholders

>Amendments Relating to the Company’s Board of Directors and Removal of Directors

Amendments Relating to the Company’s Officers

Amendments Relating to Indemnification of Officers and Directors

In addition, a number of non-substantive, immaterial, ministerial, clarifying, conforming and technical changes have been made throughout the Bylaws.

The 2020 Annual Meeting of Shareholders of the Company was held on April 28, 2020 at Camden National\’s Hanley Center, Fox Ridge Office Park, 245 Commercial Street, Rockport, Maine and in a virtual format due to current restrictions in the state of Maine on public gatherings. At the Annual Meeting, there were present in person or by proxy 12,968,722 shares of the Company’s common stock, representing approximately 85% of the total outstanding eligible votes. The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.

1. Election of two persons to the Board of Directors, each to serve a three-year term and until his or her successor is elected and qualified:

The majority of votes cast voted to elect the two named persons above to the Board of Directors.

2. Non-binding advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay”):

The majority of votes cast at the Annual Meeting voted to approve the compensation of the Company’s named executive officers.

3. Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:

The majority of votes cast at the Annual Meeting voted to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

(d) The following exhibits are filed with this Report:

CAMDEN NATIONAL CORP Exhibit
EX-3.1 2 ex31cacbylaws42820.htm EXHIBIT 3.1 Exhibit CAMDEN NATIONAL CORPORATIONAMENDED AND RESTATED BYLAWSARTICLE IGeneralSection 1.1    Name. The name of the Corporation shall be Camden National Corporation.Section 1.2    Purpose. The purpose of the Corporation shall be to provide a range of financial services,…
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About Camden National Corporation (NASDAQ:CAC)

Camden National Corporation is a bank holding company. The Company is a diversified financial services provider. The primary business of the Company and its subsidiaries is to attract deposits from, and to extend loans to, consumer, institutional, municipal, non-profit and commercial customers. The Company offers commercial and consumer banking products and services through its subsidiary, Camden National Bank (the Bank), and brokerage and insurance services through Camden Financial Consultants (Camden Financial), a division of the Bank. The Company also offers investment management and fiduciary services through its subsidiary, Acadia Trust, N.A. (Acadia Trust), a federally-regulated, non-depository trust company headquartered in Portland, Maine. The Bank’s subsidiary, Healthcare Professional Funding Corporation (HPFC), provides specialized lending to dentists, optometrists and veterinarians across the United States.