Form 8-K 2015 Shareholder Meeting


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 6, 2015
 
 
ARROW FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
New York
0-12507
22-2448962
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
250 GLEN STREET, GLENS FALLS, NEW YORK 12801
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code:   (518) 745-1000
 
(Former name or former address, if changed since last report)
 
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))




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

Arrow Financial Corporation (the "Company") held its 2015 Annual Meeting of Shareholders on May 6, 2015. As of the record date, March 9, 2015, there were 12,698,632 shares of the Company's common stock outstanding and entitled to vote. The holders of 9,696,188 shares of common stock, 76.36% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person 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, 2015. At the 2015 Annual Meeting, our shareholders elected four Class B director nominees with terms expiring in 2018 to the Board of Directors and one Class A director nominee with a term expiring in 2017, approved on an advisory basis our executive compensation and ratified the selection of the independent registered public accounting firm, KPMG LLP, as our independent auditor for the fiscal year ending December 31, 2015.

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 one (1) director to Class A for a term of two (2) years or until their successors shall have been elected and qualified.
 
Votes For
Votes Withheld
Broker Non-Votes
Class B Director Nominees:
 
 
 
John J. Carusone, Jr.
6,776,185

320,943

2,599,060

Michael B. Clarke
6,942,604

154,524

2,599,060

David G. Kruczlnicki
6,933,682

163,446

2,599,060

David L. Moynehan
6,803,155

293,973

2,599,060

Class A Director Nominee:
 
 
 
William L. Owens
6,955,056

142,072

2,599,060

 
 
 
 



2:
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, 2015.

Common Stock Voted On:
Votes For
Votes Against
Abstain
KPMG LLP
9,623,960

51,877

20,351










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.
 
 
 
 
ARROW FINANCIAL CORPORATION
Date:
May 7, 2015
By:
/s/ Terry R. Goodemote
 
 
 
Terry R. Goodemote,
  Executive Vice President,
  Treasurer and Chief Financial Officer