enterprise_8k.htm
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)
April 29, 2010
ENTERPRISE FINANCIAL SERVICES CORP
(Exact name of
registrant as specified in its charter)
| Delaware |
001-15373 |
43-1706259 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification No.) |
| 150 N. Meramec, St. Louis,
Missouri |
63105 |
| (Address of
principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including area
code
(314)
725-5500
(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))
| Item 5.02. |
|
Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain
Officers. |
Enterprise Financial
Service Corp’s (the “Company’s”) Chief Executive Officer, Peter Benoist, has
voluntarily offered to reduce his base compensation by $120,000.00 per year by
eliminating the salary stock compensation that he began receiving at the
beginning of the fiscal year. Following such reduction, Mr. Benoist’s annual
rate of base compensation will be $425,000.00. The reduction in base
compensation was effective April 29, 2010.
Item 5.07. Submission of Matters to a Vote of
Security Holders
The annual meeting of
shareholders of Enterprise Financial Services Corp (the “Company”) was held on
April 29, 2010. Proxies were solicited pursuant to Regulation 14A of the
Securities Exchange Act of 1934. There was no solicitation in opposition to
management’s nominees for Directors and all nominees were elected. The following
proposals were submitted by the Board of Directors to a vote of security holders
and the final results of the voting on each proposal is noted below.
| ELECTION OF
DIRECTORS* |
| |
|
|
|
For |
|
Withheld |
|
Broker Non-Votes |
| Peter F. Benoist |
|
8,078,362 |
|
111,568 |
|
3,034,791 |
| James J. Murphy, Jr. |
|
8,064,587 |
|
125,343 |
|
3,034,791 |
| Michael A. DeCola |
|
8,121,808 |
|
68,122 |
|
3,034,791 |
| William H. Downey |
|
8,078,461 |
|
111,469 |
|
3,034,791 |
| John S. Eulich |
|
8,103,663 |
|
86,267 |
|
3,034,791 |
| Robert E. Guest, Jr. |
|
8,098,291 |
|
91,639 |
|
3,034,791 |
| Lewis A. Levey |
|
8,081,967 |
|
107,963 |
|
3,034,791 |
| Birch M. Mullins |
|
8,099,596 |
|
90,334 |
|
3,034,791 |
| Brenda D. Newberry |
|
8,093,925 |
|
96,005 |
|
3,034,791 |
| John M. Tracy |
|
8,097,028 |
|
92,902 |
|
3,034,791 |
| Sandra A. Van Trease |
|
8,026,426 |
|
163,504 |
|
3,034,791 |
| Henry D. Warshaw |
|
8,111,297 |
|
78,633 |
|
3,034,791 |
*Vote tally for Directors is reported on a
non-cumulative basis.
PROPOSAL: AN ADVISORY (NON-BINDING) VOTE
APPROVING EXECUTIVE COMPENSATION
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 10,105,584 |
|
474,631 |
|
643,506 |
|
3,034,791 |
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 |
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
| Date: |
May 4, 2010 |
|
/s/ |
Deborah N. Barstow |
|
| |
|
|
|
Deborah N.
Barstow |
|
| |
|
|
|
Senior Vice
President and Controller |
|