Form 8-K ALERUS FINANCIAL CORP For: May 11
United States
Securities And Exchange Commission
Washington, DC 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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 (see General Instruction A.2. below):
Act (17 CFR 240.14d-2(b))
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 | ||
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. |
The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”) was held on May 11, 2021. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 15, 2021. There were 17,361,266 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 13,499,678 shares, or approximately 77.76 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2021, were as follows:
Proposal 1: The election of seven (7) director nominees to serve on the board of directors of the Company until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Randy L. Newman | 10,060,889 | 164,144 | 3,274,646 |
Karen M. Bohn | 9,471,183 | 753,849 | 3,274,646 |
Daniel E. Coughlin | 10,072,440 | 152,592 | 3,274,646 |
Kevin D. Lemke | 9,831,666 | 393,366 | 3,274,646 |
Michael S. Mathews | 10,027,029 | 198,003 | 3,274,646 |
Sally J. Smith | 10,021,348 | 202,684 | 3,274,646 |
Galen G. Vetter | 9,781,889 | 443,143 | 3,274,646 |
Proposal 2: The ratification of the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
13,248,358 | 164,486 | 86,834 | 0 |
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.
Date: May 12, 2021 | Alerus Financial Corporation | |
By: | /s/ Randy L. Newman | |
Name: | Randy L. Newman | |
Title: | Chairman, Chief Executive Officer and President | |
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