ENTERPRISE BANCORP, INC. (NASDAQ:EBTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Inc. (the Company) held on May 2, 2017, the Companys shareholders
approved and adopted the Enterprise Bancorp, Inc. Annual
Executive Incentive Plan (the Incentive Plan). The Incentive Plan
is designed to serve as an umbrella plan that applies to all
forms and types of performance-based compensation to be paid or
granted by the Company, including under the Companys 2009 and
2016 Stock Incentive Plans, in order to preserve the ability of
the Company to grant incentive awards to participating employees
that may be deductible in accordance with Section 162(m) of the
Internal Revenue Code.
detail under Proposal 5 – Annual Executive Incentive Plan of the
Companys Definitive Proxy Statement on Schedule 14A for the 2017
Annual Meeting of Shareholders filed by the Company with the
Securities and Exchange Commission on April 3, 2017 (the Proxy
Statement). The description of the principal features of the
Incentive Plan included in the Proxy Statement is incorporated
herein by reference.
Incentive Plan is qualified in its entirety by reference to the
full text of the Incentive Plan, which is filed as Appendix A to
the Proxy Statement and incorporated herein by reference.
May 2, 2017.
common stock affirmatively voted to (i) elect each of the Boards
nominees to the Board of Directors, (ii) amend the Company’s
Restated Articles of Organization, (iii) approve the Company’s
compensation of its named executive officers as disclosed in the
proxy statement (the “Say on Pay Proposal”), (iv) submit the
Say on Pay Proposal to shareholders once every 3 years, (v)
approve and adopt the Company’s Annual Executive Incentive Plan,
and (vi) ratify the appointment of RSM US LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017. Votes were cast as follows:
three-year term:
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Nominee
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For
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Withheld
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Broker Non-votes
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Uncast
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John R. Clementi
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7,795,077
|
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275,302
|
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1,379,086
|
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10,961
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Carole A. Cowan
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7,830,809
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250,531
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1,379,086
|
|
|
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Normand E. Deschene
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7,759,425
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321,915
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|
1,379,086
|
|
|
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John A. Koutsos
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7,950,762
|
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119,617
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1,379,086
|
|
10,961
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Joseph C. Lerner
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7,960,123
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121,217
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1,379,086
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|
|
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Richard W. Main
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7,693,920
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387,420
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1,379,086
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increase the number of shares of common stock that the Company is
authorized to issue from 20,000,000 shares to 40,000,000 shares.
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For
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Against
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Abstain
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Broker Non-votes
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Uncast
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8,647,388
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765,044
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47,994
|
|
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of its named executive officers as disclosed in the proxy
statement (the “Say on Pay Proposal”).
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For
|
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Against
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Abstain
|
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Broker Non-votes
|
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Uncast
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7,810,111
|
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54,884
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216,345
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1,379,086
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submission of the Say on Pay Proposal to shareholders once every
1 year, 2 years, or 3 years.
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Three Years
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Two Years
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One Year
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Abstain
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Broker Non-votes
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Uncast
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6,425,008
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87,571
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1,377,860
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|
190,047
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1,379,086
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Plan.
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For
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Against
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Abstain
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Broker Non-votes
|
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Uncast
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7,816,745
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122,705
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141,390
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1,379,086
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the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017.
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For
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Against
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Abstain
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Broker Non-votes
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Uncast
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9,428,160
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11,078
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21,188
|
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About ENTERPRISE BANCORP, INC. (NASDAQ:EBTC)
Enterprise Bancorp, Inc. operates as the parent holding company of Enterprise Bank and Trust Company (the Bank). The Company is engaged in the business of gathering deposits from the general public and investing primarily in loans and investment securities and utilizing the resulting cash flows to conduct operations, expand the branch network, and pay dividends to stockholders. Through the Bank and its subsidiaries, it offers a range of commercial and consumer loan products, deposit products and cash management services. It also offers investment advisory and wealth management, trust and insurance services. It offers commercial mortgage loans; construction and land development loans; secured and unsecured commercial loans; lines of credit, and standby letters of credit. The Company provides a range of investment advisory and management services delivered through two channels, Enterprise Investment Advisors and Enterprise Investment Services. ENTERPRISE BANCORP, INC. (NASDAQ:EBTC) Recent Trading Information
ENTERPRISE BANCORP, INC. (NASDAQ:EBTC) closed its last trading session down -0.38 at 33.30 with 19,980 shares trading hands.
