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 28, 2010
Camden
National Corporation
(Exact
name of registrant as specified in its charter)
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Maine
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01-28190
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01-0413282
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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Two
Elm Street, Camden, Maine
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04843
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Change
in Chairperson of Board of Directors
As
disclosed in a Current Report on Form 8-K filed with the Commission on April 28,
2010, Camden National Corporation (the “Company”) announced the change in the
Chairperson of the Company’s Board of Directors. Mr. Rendle A. Jones
announced at the Company’s Annual Meeting held on April 27, 2010 that he would
be relinquishing his position as Chairperson at the Board of Director’s meeting
in May 2010. Ms. Karen W. Stanley, the current Vice Chairperson of
Board of Director’s will be elected Chairperson at that meeting. Ms.
Stanley was named Vice Chairman of the Board on January 27, 2009. Ms.
Stanley joined the Company’s Board of Directors in January 2008 following the
acquisition of Union Bankshares Company where she had been a Director since
2004. Previously, Ms. Stanley was co-owner of Stanley Subaru in
Ellsworth, Maine from 1999 until February 2005. Ms. Stanley also
served with Priority Management, an international training and development firm
as a member of the senior management team with their international
headquarters. Prior to that, she served as Vice President, Personal
Banking for Overseas Executives with Citibank N.A. Ms. Stanley began her career
in sales with the Xerox Corporation.
Item
5.07 Submission of Matters to a Vote of
Security Holders.
The 2010
Annual Meeting of Shareholders of Camden National Corporation was held on
April 27, 2010 at the Camden National Corporation’s Hanley Center, Fox
Ridge Office Park, Route One, Rockport, Maine. At the Annual Meeting,
there were present in person or by proxy 6,355,403 shares of the Company’s
common stock, representing approximately 83% of the total outstanding eligible
votes. At the Annual Meeting, the shareholders of the Company
(i) elected four members to the Board of Directors, (ii) ratified the
appointment of Berry, Dunn, McNeil & Parker as the Company’s independent
registered public accountants, and (iii) voted against the shareholder
proposal for the Board of Directors to eliminate classification of terms of the
Board of Directors. The voting results for each proposal are as
follows:
1.
To elect four members to the Board of Directors to serve a three-year term to
expire at the Annual Meeting in 2013:
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For
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Withheld
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Broker
Non-Vote
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||||||||||
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David
C. Flanagan
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4,795,255 | 76,496 | 1,483,652 | |||||||||
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James
H. Page, Ph.D.
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4,811,176 | 60,575 | 1,483,652 | |||||||||
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Robin
A. Sawyer, CPA
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4,813,091 | 58,660 | 1,483,652 | |||||||||
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Karen
W. Stanley
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4,748,954 | 122,797 | 1,483,652 | |||||||||
The other
directors that continued in office after the Annual Meeting are as
follows:
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Term
expires 2011
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Term
expires 2012
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Robert
J. Campbell
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Ann
W. Bresnahan
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Ward
I. Graffam
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Gregory
A. Dufour
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John
W. Holmes
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Rendle
A. Jones
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2.
To ratify the appointment of Berry, Dunn, McNeil & Parker as the Company’s
independent registered public accounting firm for 2010:
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For
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Against
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Abstain
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||||||||
| 6,311,791 | 31,181 | 12,427 | ||||||||
3.
To consider a shareholder proposal, if properly presented at the Meeting
concerning declassification of the Board of Directors:
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For
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Against
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Abstain
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Broker
Non-Vote
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|||||||||||
| 2,159,772 | 2,576,887 | 135,088 | 1,483,652 | |||||||||||
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 28, 2010
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CAMDEN
NATIONAL CORPORATION
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|||
| (Registrant) | |||
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By:
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/s/ DEBORAH A. JORDAN | ||
| Deborah A. Jordan | |||
| Chief Financial Officer and Principal | |||
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Financial
& Accounting Officer
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