efsc-20230210

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)

February 10, 2023

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)


Delaware	001-15373	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


150 N. Meramec Avenue, St. Louis, Missouri (Address of principal executive offices)			63105 (Zip Code)

Registrant's telephone number, including area code

(314) 725-5500


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:

☐ 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(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

EFSC

Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A

EFSCP

Nasdaq Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2023, following a meeting of the Board of Directors (“Board”) of Enterprise Financial Services Corp (the “Company’), the Company announced that John Eulich, Chairperson of the Board, would retire when his current term expires at the 2023 Annual Shareholders Meeting (the “Annual Meeting”), and has therefore elected not to stand for re-election. Following the Annual Meeting, Mr. Eulich will cease being a member of the Board and the Board of Directors of the Company’s subsidiary, Enterprise Bank & Trust, as well as the committees on which he serves. Mr. Eulich’s decision to retire is pursuant to the Company’s retirement policy and is not the result of any disagreement with management or the Board.

Item 8.01 Other Events

By a meeting held on February 10, 2023, the Board approved the appointment of Michael DeCola, Vice Chairperson of the Board, to serve as Board Chairperson following Mr. Eulich’s retirement, subject to Mr. DeCola’s re-election to the Board at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1 Press Release dated February 16, 2023.

104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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 thereunto duly authorized.

ENTERPRISE FINANCIAL SERVICES CORP

Date:

February 16, 2023

By:

/s/ Troy R. Dumlao

Troy R. Dumlao

Senior Vice President and Chief Accounting Officer

Enterprise Financial Services Corporation filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits