Document


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 24, 2018

Camden National Corporation
(Exact name of registrant as specified in its charter)
 
  
Maine
 
01-28190
 
01-0413282
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
Two Elm Street, Camden, Maine
 
04843
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (207) 236-8821
 
 
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))

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 2018 Annual Meeting of Shareholders of Camden National Corporation was held on April 24, 2018 at the Point Lookout Conference Center, 67 Atlantic Highway, Northport, Maine. At the Annual Meeting, there were present in person or by proxy 13,902,676 shares of the Company’s common stock, representing approximately 89% of the total outstanding eligible votes. The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.
 
1.  Election of four persons to the Board of Directors, each to serve a three-year term and until his or her successor is elected and qualified:
 
 
For
 
Against
 
Abstain
 
Broker
Non-Vote
Ann W. Bresnahan
 
11,087,809
 
364,865
 
2,346
 
2,447,656
Gregory A. Dufour
 
11,298,798
 
115,817
 
40,405
 
2,447,656
S. Catherine Longley
 
11,336,665
 
116,245
 
2,110
 
2,447,656
Carl J. Soderberg
 
11,126,851
 
287,327
 
40,842
 
2,447,656
The majority of votes cast voted to elect the four named persons above to the Board of Directors.
  
2.  Non-binding advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay”):
For
 
Against
 
Abstentions
 
Broker Non-Vote
10,917,608
 
432,043
 
105,367
 
2,447,658
The majority of votes cast at the Annual Meeting voted to approve the compensation of the Company’s named executive officers.

3.  Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018:
For
 
Against
 
Abstentions
13,832,883
 
41,868
 
27,925
The majority of votes cast at the Annual Meeting voted to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.


    

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.
 

Dated: April 25, 2018
 
 
CAMDEN NATIONAL CORPORATION
(Registrant)
 
 
 
 
 
By: 
/s/ DEBORAH A. JORDAN
 
 
Deborah A. Jordan
Chief Operating Officer, Chief Financial Officer, and Principal Financial & Accounting Officer