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: May 4, 2022

(Date of earliest event reported)

ARROW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

New York			0-12507			22-2448962
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

250 Glen Street

Glens Falls

New York

12801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

518

745-1000

(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			Name of each exchange on which registered
Common Stock, Par Value $1.00 per share			AROW			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.

Arrow Financial Corporation (the "Company") held its 2022 Annual Meeting of Shareholders on May 4, 2022. As of the record date, March 10, 2022, there were 16,000,580 shares of the Company's common stock outstanding and entitled to vote. The holders of 12,367,019 shares of common stock, 77.29% of the outstanding shares entitled to vote as of the record date, were represented at the meeting virtually or by proxy, and this amount represented a quorum. The proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 25, 2022. At the 2022 Annual Meeting, our shareholders (1) elected four Class C directors with terms expiring in 2025 to the Board of Directors, (2) approved on an advisory basis the Company's 2021 executive compensation, (3) approved the Arrow Financial Corporation 2022 Long Term Incentive Plan and (4) ratified the selection of the independent registered public accounting firm, KPMG LLP, as our independent auditor for the fiscal year ending December 31, 2022.

The matters acted upon at the Annual Meeting, and the voting tabulation for each matter, are as follows:

1.The election of four (4) directors to Class C for a term of three (3) years and/or until their successors shall have been elected.

			Votes For			Votes Withheld			Broker Non-Votes
Class C Director Nominees:
Tenée R. Casaccio			8,245,885			769,803			3,351,331
Gary C. Dake			8,180,542			835,146			3,351,331
Thomas L. Hoy			8,610,507			405,181			3,351,331
Colin L. Read, PhD			8,710,099			305,589			3,351,331

2. The approval, on an advisory basis, of the Company’s 2021 executive compensation.

			Votes For			Votes Against			Abstain			Broker Non-Votes
Common Stock Voted On:
Executive Compensation			8,389,563			520,543			105,582			3,351,331

3. The approval of the Arrow Financial Corporation 2022 Long Term Incentive Plan.

			Votes For			Votes Against			Abstain			Broker Non-Votes
Common Stock Voted On:
Approval of Long Term Incentive Plan.			8,468,912			445,067			101,709			3,351,331

4. The ratification of the selection of the independent registered public accounting firm, KPMG LLP, as the Company's independent auditor for the fiscal year ending December 31, 2022.

Common Stock Voted On:			Votes For			Votes Against			Abstain
KPMG LLP			12,159,455			116,485			91,079

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 hereunto duly authorized.

									ARROW FINANCIAL CORPORATION
Date:			May 6, 2022			By:			/s/ Edward J. Campanella
									Edward J. Campanella,   Senior Vice President,   Treasurer and Chief Financial Officer