efsc-20230510

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)

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

Enterprise Financial Services Corp (the “Company”) held its annual meeting of shareholders on May 10, 2023 (the “2023 Annual Meeting”). The following matters were submitted to a vote at the 2023 Annual Meeting and the voting results are as follows:

1. Election of Directors: The fourteen nominees named in the Company’s proxy statement for the 2023 Annual Meeting (the “Proxy Statement”) were elected to serve a one-year term expiring in 2024 or until their successors are duly elected and qualified, based upon the following votes:


Director Nominee	Votes For	Votes Withheld		Broker Non-Votes
Lyne B. Andrich	26,886,998		89,059	3,482,741
Michael A. DeCola	25,584,711		1,391,346	3,482,741
Robert E. Guest, Jr.	25,874,237		1,101,820	3,482,741
James M. Havel	26,703,759		272,298	3,482,741
Michael R. Holmes	26,645,231		330,826	3,482,741
Nevada A. Kent, IV	26,702,131		273,926	3,482,741
James B. Lally	26,398,629		577,428	3,482,741
Marcela Manjarrez	26,871,399		104,658	3,482,741
Stephen P. Marsh	26,693,992		282,065	3,482,741
Daniel A. Rodrigues	26,702,742		273,315	3,482,741
Richard M. Sanborn	26,400,332		575,725	3,482,741
Eloise E. Schmitz	26,663,837		312,220	3,482,741
Sandra A. Van Trease	25,841,208		1,134,849	3,482,741
Lina A. Young	26,888,802		87,255	3,482,741

2. Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal year 2023 was ratified as follows:


Votes For	Votes Against	Abstain
29,731,954	708,805	18,039

3. Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement, was approved by the following votes:


Votes For	Votes Against	Abstain	Broker Non-Votes
21,467,959	5,313,751	194,347	3,482,741

4. Approval of an Amendment to the Enterprise Financial Services Corp Amended and Restated 2018 Stock Incentive Plan to Increase the Number of Shares Available for Award. The proposal to approve this amendment was approved by the following votes:


Votes For	Votes Against	Abstain	Broker Non-Votes
25,356,488	1,547,278	72,291	3,482,741

5. Approval of an Amendment to the Enterprise Financial Services Corp Stock Plan for Non-Management Directors to Increase the Number of Shares Available for Award. The proposal to approve this amendment was approved by the following votes:


Votes For	Votes Against	Abstain	Broker Non-Votes
26,590,582	265,780	119,695	3,482,741

No other matters were considered and voted on by the stockholders at the 2023 Annual Meeting.

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:

May 15, 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: Submission of Matters to a Vote of Security Holders