ENTERPRISE FINANCIAL SERVICES CORP: Submission of Matters to a Vote of Securityholders, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 5.07 Submission of Matters to a Vote of Securityholders.

Corporate financial services company (the “Company”) held its annual meeting of shareholders on May 3, 2022 (the “2022 Annual Meeting”). The following matters were voted on at the 2022 Annual Meeting and the results of the vote are as follows:

1. Election of Directors: The fourteen nominees named in the Company’s proxy circular for the 2022 annual meeting (the “Circulation of Proxies”) were elected for a one-year term expiring in 2023 or until that their successors are duly elected and qualified, based on the following votes:

           Director Nominee        Votes For       Votes Withheld        Broker Non-Votes
        Michael A. DeCola          25,876,838         1,357,690             3,149,200
        John S. Eulich             26,273,676          960,852              3,149,200
        Robert E. Guest, Jr.       25,282,393         1,952,135             3,149,200
        James M. Havel             26,426,646          807,882              3,149,200
        Michael R. Holmes          26,417,702          816,826              3,149,200
        Peter H. Hui               27,117,273          117,255              3,149,200
        Nevada A. Kent, IV         26,975,373          259,155              3,149,200
        James B. Lally             26,684,435          550,093              3,149,200
        Stephen P. Marsh           27,106,108          128,420              3,149,200
        Daniel A. Rodrigues        27,118,429          116,099              3,149,200
        Richard M. Sanborn         26,732,628          501,900              3,149,200
        Anthony R. Scavuzzo        26,985,443          249,085              3,149,200
        Eloise E. Schmitz          26,989,398          245,130              3,149,200
        Sandra A. Van Trease       26,240,987          993,541              3,149,200

2. Ratification of the appointment of a registered independent public accounting firm. The appointment of Deloitte & Touche srl to act as the registered independent public accounting firm of the Company for the 2022 financial year has been ratified as follows:

                        Votes For        Votes Against        Abstain
                        29,801,529          581,506             693

3. Advisory (non-binding) vote to approve executive compensation. The proposal to approve, on an advisory basis, the compensation of the Named Executive Officers of the Corporation, as described in the Proxy Circular, was approved by the following votes:

               Votes For        Votes Against        Abstain        Broker Non-Votes
               26,228,845          541,891           463,792           3,149,200

No other matters were considered and voted on by shareholders at the 2022 annual meeting.

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Section 8.01 Other Events.

On May 4, 2022as part of the succession planning, the Board of Directors of the Company (the “Board”) has appointed current member of the Board, Michael A. DeColato serve as Vice President of the Society. Mr. DeCola began serving the Board in this capacity upon appointment. Besides, Mr. DeCola was also named chairman of the Appointments and Governance Committee (the “Committee”), assuming this position following the recent retirement of Judith Heterformer chairman of the committee and member of the board of directors. Mr. DeCola previously served as Chairman of the Compensation Committee of the Board. Following his appointment as Chairman of the Committee, Michael Holmes has been replaced Mr. DeCola as Chairman of the Compensation Committee.

For further information regarding the Board, please refer to the Company’s Proxy Circular which has been filed with the Security and Exchange Commission on
March 22, 2022.

On May 4, 2022 the Board approved a new share buyback program. Pursuant to the new share repurchase program, the Company is authorized to repurchase up to 2,000,000 common shares from time to time on the open market or through over-the-counter transactions. The amount approved for repurchase pursuant to the new share repurchase program represents approximately 5% of the issued and outstanding common shares of the Company as at March 31, 2022. Due to buyback activity since the beginning of 2022, no shares are available for buyback under the Company’s previous share buyback plan, which was authorized on April 29, 2021. A copy of the press release announcing the new share buyback program is provided as Exhibit 99.1.

Item 9.01 Financial statements and supporting documents.

(d)   Exhibits.

Exhibit
Number  Description

99.1 Press Release of the May 6, 2022. 104 The cover page of this current report on Form 8-K, formatted in Inline XBRL.

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