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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 27, 2011

 

 

ARROW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


New York

1-12507

22-2448962

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 


250 Glen Street

Glens Falls, NY

12801

(Address of principal executive offices)

(Zip Code)


 

(518) 745-1000

(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 obligation of the registrant under any of the following provisions:


 Written communications pursuant to Rule 425 under the Securities Act.

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.



 



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Item 5.07    Submission of Matters to a Vote of Security Holders


We held our 2011 Annual Meeting of Shareholders (Annual Meeting) on April 27, 2011.  As of the record date, March 1, 2011, there were 11,483,172 shares of the Companys common stock outstanding and entitled to vote. The holders of 10,568,264 shares of common stock, or 92.03% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy, and this amount represented a quorum. The proposals are described in detail in the Proxy Statement for the Annual Meeting.  At the Annual Meeting, our shareholders (1) elected three Class A director nominees with terms expiring in 2014 to the Board of Directors, (2) approved the Arrow Financial Corporation 2011 Employee Stock Purchase Plan, (3) approved, by advisory vote, the Companys executive compensation, (4) recommended, by advisory vote, a three year frequency advisory vote on say on pay, and (5) ratified the selection of the independent registered public accounting firm, KPMG LLP, as our independent auditor for the fiscal year ending December 31, 2011.


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


1:  The election of three (3) directors to Class A for a term of three (3) years or until their successors shall have been elected and qualified.


Class A Director

Nominees:

Votes

For:

Votes

 Withheld:

Abstain

Broker Non-

Votes

Elizabeth OConnor Little

8,020,566

207,984

---

2,339,714

John J. Murphy

8,015,885

212,665

---

2,339,714

Richard J. Reisman, D.M.D.

7,949,484

279,066

---

2,339,714



2:  The approval of the Arrow Financial Corporation 2011 Stock Purchase Plan.


Common Stock Voted On:

For

Against

Abstain

Broker Non-Votes

Arrow Financial Corporation 2011 Employee Stock Purchase Plan

10,090,670

421,221

56,373

---



3:  The approval, by advisory vote, of the Companys executive compensation.


Common Stock Voted On:

For

Against

Abstain

Broker Non-Votes

Executive Compensation Plan

7,329,684

765,221

133,645

2,339,714



4:  The recommendation, by advisory vote, of the frequency of executive compensation votes.


Common Stock Voted On:

3 Years

2 Years

1 Year

Abstain

Broker Non-Votes

Frequency of Executive Compensation Votes

5,878,985

181,852

1,989,451

178,262

2,339,714


In accordance with the shareholder vote on this proposal at our Annual Meeting, which conformed with the preliminary recommendation of our Board of Directors set forth in the Proxy Statement, our Board of Directors has determined that the Companys policy is to hold a shareholder advisory vote on executive compensation every third year until the next required advisory vote on the frequency of such shareholder  votes on executive compensation. We are required to hold advisory votes on frequency every six years.


5:  The ratification of the selection of the independent registered public accounting firm, KPMG LLP, as the Companys independent auditor for the fiscal year ending December 31, 2011.


Common Stock Voted On:

For

Against

Abstain

Broker Non-Votes

KPMG LLP

10,522,074

14,887

31,303

---




Item 8.01 Other Events


On April 27, 2011, the Board of Directors of the Company approved a new stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to $5 million of the Companys common stock over the next twelve months in open market or negotiated transactions.

 

Also, the Board of Directors declared a quarterly cash dividend of $.25 per share payable June 15, 2011 to shareholders of record June 3, 2011.


The press release addressing the new stock repurchase program and declaration of dividend is attached to this Current Report on Form 8-K as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits





Exhibit No.

Description

99.1

Press Release, dated April 27, 2011



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 



Dated:  April 29, 2011

By: /s/ Terry R. Goodemote

Terry R. Goodemote, Senior Vice President

Treasurer and Chief Financial Officer

      


EXHIBIT LIST

 

Exhibit No.

Description

99.1

Press Release, dated April 27, 2011




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