0001018399FALSE00010183992024-05-072024-05-07

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): May 8, 2024 (May 7, 2024)
  
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:
 
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareEBTCNASDAQ Stock Market

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 ☐  

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.  ☐  



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The 2024 annual meeting of shareholders (the “2024 Annual Meeting”) of Enterprise Bancorp, Inc. (the “Company”) was held on May 7, 2024.

(b) At the 2024 Annual Meeting, holders of the Company’s shares of common stock voted to (i) elect all of the individuals nominated by the Company’s Board of Directors (the “Board”) to serve as directors of the Company, each to serve for a three-year term expiring at the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified, or until their earlier resignation, death or removal from office, (ii) conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers (the “Say on Pay Proposal”), and (iii) ratify the appointment of RSM US LLP by the Audit Committee of the Board (the “Audit Committee”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Votes were cast by the Company’s shareholders at the 2024 Annual Meeting as follows:

1. To elect the five individuals nominated by the Board to serve as directors of the Company, each to serve for a three-year term expiring at the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified, or until their earlier resignation, death or removal from office.
Nominee
For
Against
Abstain
Broker Non-votes
Gino J. Baroni
7,050,5771,015,936366,3641,300,291
John P. Clancy, Jr.7,126,261905,278401,3381,300,291
James F. Conway, III6,477,0371,581,792374,0471,300,291
John T. Grady, Jr.7,081,012987,345364,5201,300,291
Mary Jane King 7,049,515989,490393,8721,300,291


2. To conduct a non-binding advisory vote to approve the Say on Pay Proposal.
For
Against
Abstain
Broker Non-votes
7,736,080316,866379,9311,300,291


3. To ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
For
Against
Abstain
Broker Non-votes
9,404,479270,33558,354—












    




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: May 8, 2024By:/s/ Joseph R. Lussier
Joseph R. Lussier
Executive Vice President, Treasurer and Chief Financial Officer











v3.24.1.u1
Cover Document
May 07, 2024
Cover [Abstract]  
Entity Central Index Key 0001018399
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name ENTERPRISE BANCORP, INC.
Entity Incorporation, State or Country Code MA
Entity File Number 001-33912
Entity Tax Identification Number 04-3308902
Entity Address, Address Line One 222 Merrimack Street
Entity Address, City or Town Lowell,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01852
City Area Code (978)
Local Phone Number 459-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol EBTC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
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