Arrow Financial Corporation

05/06/2021 | Press release | Distributed by Public on 05/07/2021 01:16

Submission of Matters to a Vote of Security Holders

- Submission of Matters to a Vote of Security Holders.
Arrow Financial Corporation (the 'Company') held its 2021 Annual Meeting of Shareholders on May 5, 2021. As of the record date, March 11, 2021, there were 15,529,045 shares of the Company's common stock outstanding and entitled to vote. The holders of 11,676,904 shares of common stock, 75.19% of the outstanding shares entitled to vote as of the record date, were represented at the meeting virtually or by proxy, and this amount represented a quorum. The proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 26, 2021. At the 2021 Annual Meeting, our shareholders (1) elected four Class B directors with terms expiring in 2024 to the Board of Directors and one Class A director with a term expiring in 2023 to the Board of Directors, (2) approved on an advisory basis the Company's 2020 executive compensation, (3) approved the Arrow Financial Corporation Amended and Restated 2011 Employee Stock Purchase Plan and (4) ratified the selection of the independent registered public accounting firm, KPMG LLP, as our independent auditor for the fiscal year ending December 31, 2021.

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

1.The election of four (4) directors to Class B for a term of three (3) years and/or until their successors shall have been elected and qualified and the election of one (1) director to Class A for a term of two (2) years and/or until his successor shall have been elected and qualified.
Votes For Votes Withheld Broker Non-Votes
Class B Director Nominees:
Michael B. Clarke 8,556,655 174,967 2,945,282
David G. Kruczlnicki 8,270,199 461,423 2,945,282
Thomas J. Murphy 8,448,366 283,256 2,945,282
Raymond F. O'Conor 8,353,857 377,765 2,945,282
Class A Director Nominee:
Gregory J. Champion 8,619,120 112,502 2,945,282

2. The approval, on an advisory basis, of the Company's 2020 executive compensation.
Votes For Votes Against Abstain Broker Non-Votes
Common Stock Voted On:
Executive Compensation 8,161,187 418,786 151,649 2,945,282

3. The approval of the Arrow Financial Corporation Amended and Restated 2011 Employee Stock Purchase Plan.
Votes For Votes Against Abstain Broker Non-Votes
Common Stock Voted On:
Approval of Employee Stock Purchase Plan 8,494,178 188,678 48,766 2,945,282

4. The ratification of the selection of the independent registered public accounting firm, KPMG LLP, as the Company's independent auditor for the fiscal year ending December 31, 2021.
Common Stock Voted On: Votes For Votes Against Abstain
KPMG LLP 11,545,265 85,757 45,882