false0000765207
0000765207
2020-05-04
2020-05-04
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 4, 2020
THE FIRST BANCORP, INC.
(Exact name of Registrant as specified in charter)
Maine
(State or other jurisdiction of incorporation)
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0-26589 | 01-0404322 |
(Commission file number) | (IRS employer identification no.) |
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| | | |
Main Street | Damariscotta | Maine | 04543 |
(Address of principal executive offices) | (Zip Code) |
(207) 563-3195
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations
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))
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. ☐
TABLE OF CONTENTS
Section 5, Item 5.07 Submission of Matters to a Vote of Security Holders Page 1
Signatures Page 3
Exhibit Index Page 4
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Securities Holders
The 2020 Annual Meeting of Shareholders of The First Bancorp, Inc., the one-bank holding company of First National Bank was held solely by remote communication in a virtual-only format on Wednesday, April 29, 2019, at 11:00 a.m. Eastern Daylight Time, for the following purposes:
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1. | To elect as Directors of the Company the nominees listed in the Company’s Proxy Statement dated March 16, 2020. |
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2. | To approve (on a non-binding basis) the compensation of the Company’s executives. |
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3. | To approve (on a non-binding basis) the frequency of shareholder votes on the compensation of the Company's executives. |
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4. | To approve the 2020 Equity Incentive Plan and the reservation of 400,000 shares of Common Stock for issuance thereunder. |
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5. | To ratify the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as independent auditors of the Company for 2020. |
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6. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
At the Annual Meeting, there were present virtually or by proxy 9,331,123 shares of the Company’s common stock, representing 85.44% of the total outstanding eligible votes. The final voting results for each proposal are as follows:
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1. | To elect as Directors of the Company the nominees listed in the Company’s Proxy Statement dated March 16, 2020. |
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| | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
Katherine M. Boyd | 6,817,052 |
| — |
| 316,067 |
| 2,198,004 |
|
Robert B. Gregory | 6,997,391 |
| — |
| 135,728 |
| 2,198,004 |
|
Renee W. Kelly | 6,918,979 |
| — |
| 214,140 |
| 2,198,004 |
|
Tony C. McKim | 6,969,740 |
| — |
| 163,379 |
| 2,198,004 |
|
Mark N. Rosborough | 6,941,613 |
| — |
| 191,506 |
| 2,198,004 |
|
Cornelius J. Russell | 6,820,136 |
| — |
| 312,983 |
| 2,198,004 |
|
Stuart G. Smith | 7,006,745 |
| — |
| 126,374 |
| 2,198,004 |
|
Bruce B. Tindal | 6,804,891 |
| — |
| 328,228 |
| 2,198,004 |
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F. Stephen Ward | 7,004,913 |
| — |
| 128,206 |
| 2,198,004 |
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2. To approve (on a non-binding basis) the compensation of the Company’s executives.
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| | | | | | | |
For | Against | Abstain | Broker Non-Vote |
6,270,011 |
| 785,671 |
| 103,151 |
| 2,172,290 |
|
3. To approve (on a non-bonding basis) the frequency of shareholder votes on the compensation of the Company's
executives.
|
| | | | | | | | | |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
6,325,243 |
| 200,405 |
| 522,065 |
| 111,120 |
| 2,172,290 |
|
4. To approve the 2020 Equity Incentive Plan and the reservation of 400,000 shares of Common Stock for issuance
thereunder.
|
| | | | | | | |
For | Against | Abstain | Broker Non-Vote |
6,769,670 |
| 304,159 |
| 85,004 |
| 2,172,290 |
|
5. To ratify the Audit Committee’s selection of Berry Dunn McNeil & Parker, LLC as independent auditors of the
Company for 2020.
|
| | | | | | | |
For | Against | Abstain | Broker Non-Vote |
9,206,752 |
| 85,985 |
| 38,386 |
| — |
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SIGNATURE
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.
THE FIRST BANCORP, INC.
By: /s/ Richard M. Elder
---------------------
Richard M. Elder
Executive Vice President &
Chief Financial Officer
Dated: May 4, 2020
Exhibit Index
Exhibit Number Description of Exhibit