Item 5.07 Submission of Matters to a Vote of Security Holders.
Enterprise Financial Services Corp (the “Company”) held its annual meeting of
shareholders on May 10, 2023 (the “2023 Annual Meeting”). The following matters
were submitted to a vote at the 2023 Annual Meeting and the voting results are
as follows:
1. Election of Directors: The fourteen nominees named in the Company’s proxy
statement for the 2023 Annual Meeting (the “Proxy Statement”) were elected to
serve a one-year term expiring in 2024 or until their successors are duly
elected and qualified, based upon the following votes:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Lyne B. Andrich 26,886,998 89,059 3,482,741
Michael A. DeCola 25,584,711 1,391,346 3,482,741
Robert E. Guest, Jr. 25,874,237 1,101,820 3,482,741
James M. Havel 26,703,759 272,298 3,482,741
Michael R. Holmes 26,645,231 330,826 3,482,741
Nevada A. Kent, IV 26,702,131 273,926 3,482,741
James B. Lally 26,398,629 577,428 3,482,741
Marcela Manjarrez 26,871,399 104,658 3,482,741
Stephen P. Marsh 26,693,992 282,065 3,482,741
Daniel A. Rodrigues 26,702,742 273,315 3,482,741
Richard M. Sanborn 26,400,332 575,725 3,482,741
Eloise E. Schmitz 26,663,837 312,220 3,482,741
Sandra A. Van Trease 25,841,208 1,134,849 3,482,741
Lina A. Young 26,888,802 87,255 3,482,741
2. Ratification of the Appointment of Independent Registered Public Accounting
Firm. The appointment of Deloitte & Touche LLP to serve as the Company’s
independent registered public accounting firm for fiscal year 2023 was ratified
as follows:
Votes For Votes Against Abstain
29,731,954 708,805 18,039
3. Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal
to approve, on an advisory basis, the compensation of the Company’s named
executive officers, as described in the Proxy Statement, was approved by the
following votes:
Votes For Votes Against Abstain Broker Non-Votes
21,467,959 5,313,751 194,347 3,482,741
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4. Approval of an Amendment to the Enterprise Financial Services Corp Amended
and Restated 2018 Stock Incentive Plan to Increase the Number of Shares
Available for Award. The proposal to approve this amendment was approved by the
following votes:
Votes For Votes Against Abstain Broker Non-Votes
25,356,488 1,547,278 72,291 3,482,741
5. Approval of an Amendment to the Enterprise Financial Services Corp Stock Plan
for Non-Management Directors to Increase the Number of Shares Available for
Award. The proposal to approve this amendment was approved by the following
votes:
Votes For Votes Against Abstain Broker Non-Votes
26,590,582 265,780 119,695 3,482,741
No other matters were considered and voted on by the stockholders at the 2023
Annual Meeting.
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