2014-05 8K Shareholder Results


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 21, 2014
ENTERPRISE FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-15373
(Commission
File Number)
43-1706259
(IRS Employer
Identification No.)
150 N. Meramec, 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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07.
Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of the Company was held on May 21, 2014. The following proposals were submitted by the Board of Directors to a vote of the Company's stockholders and the final results of the voting on each proposal is noted below. Proxies were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. There was no solicitation in opposition to management's nominees or proposals.
All nominees for Directors were elected with the following votes cast:

 
ELECTION OF DIRECTORS*
 
 
 
For
Withheld
Broker Non-Votes
Peter F. Benoist
13,063,048
51,499
2,546,173
Michael A. DeCola
13,060,537
54,010
2,546,173
William H. Downey
13,044,923
69,624
2,546,173
John S. Eulich
13,060,537
54,010
2,546,173
Robert E. Guest, Jr.
13,046,448
68,099
2,546,173
James M. Havel
13,036,793
77,754
2,546,173
Judith S. Heeter
13,054,968
59,579
2,546,173
Birch M. Mullins
13,061,248
53,299
2,546,173
James J. Murphy, Jr.
13,044,648
69,899
2,546,173
Brenda D. Newberry
13,057,539
57,008
2,546,173
Sandra A. Van Trease
12,992,628
121,919
2,546,173

*Vote tally for Directors is reported on a non-cumulative basis.

Proposal A, concerning the ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for fiscal year 2014 was approved by the stockholders with the following votes cast:

For
Against
Abstain
Broker Non-Votes
15,378,000
149,479
133,241
—

Proposal B, an advisory (non-binding) vote on the Company's executive compensation was approved by the stockholders with the following votes cast:

For
Against
Abstain
Broker Non-Votes
12,982,126
77,467
54,954
2,546,173

Proposal C, an advisory (non-binding) vote on the frequency of the advisory vote on executive compensation, had the following votes cast by the stockholders:

1 Year
2 Years
3 Years
Abstain
12,067,643
172,329
830,019
44,556

In light of the voting results with respect to this proposal, the Company has decided to hold a shareholder advisory vote every year to approve the compensation of the Company's named executive officers until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting in 2020.





Proposal D, concerning an amendment to the certificate of incorporation, as amended, to eliminate cumulative voting was approved by the stockholders with the following votes cast:

For
Against
Abstain
Broker Non-Votes
12,354,421
753,076
7,050
2,546,173





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 22, 2014
 
By:
/s/ Mark G. Ponder
 
 
 
 
Mark G. Ponder

 
 
 
 
Senior Vice President and Controller