UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 21, 2017 (June 20, 2017)
ENTERPRISE BANCORP, INC.
(exact name of registrant as specified in charter)
Massachusetts | 001-33912 | 04-3308902 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) | ||
222 Merrimack Street | ||
Lowell, Massachusetts | 01852 | |
(address of principal executive offices) | (Zip Code) | |
(978) 459-9000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Enterprise Bancorp, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on May 4, 2017 (the “May Form 8-K”). The May Form 8-K reported the final voting results of the Company’s Annual Meeting of Shareholders held on May 2, 2017 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future non-binding advisory votes on executive compensation. No other changes are being made to the May Form 8-K by this Amendment.
Item 5.07 Submission of Matters to a Vote of Security Holders
(d) The Board of Directors of the Company recommended in its definitive proxy statement for the Annual Meeting that the Company’s future advisory votes on executive compensation be held every three years. Consistent with the Board of Directors’ recommendation and in light of a majority of advisory votes of the shareholders of the Company being cast in favor of holding a non-binding advisory vote every three years, as noted in the May Form 8-K, the Board of Directors determined to hold a shareholder advisory vote to approve the compensation of the Company’s named executive officers compensation once every three years until the next required vote on the frequency of shareholder votes on executive compensation.
[Remainder of Page Intentionally Blank]
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.
ENTERPRISE BANCORP, INC. | |||
Date: June 21, 2017 | By: | /s/ James A. Marcotte | |
James A. Marcotte | |||
Executive Vice President, Treasurer | |||
and Chief Financial Officer | |||