Form 8-K - Current report

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: June 5, 2024

(Date of earliest event reported)

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))

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


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $1.00 per share	AROW	NASDAQ Global Select 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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Arrow Financial Corporation (the "Company") held its 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting") on June 5, 2024. At the 2024 Annual Meeting, William L. Owens retired from the Company's Board of Directors (the "Board") as a result of having reached the mandatory retirement age for directors as stipulated in the Company’s bylaws. Tenée R. Casaccio was appointed as the Chair of the Board.

A copy of the press release announcing the retirement of William L. Owens and the appointment of Tenée R. Casaccio as the new Chair of the Board is attached as Exhibit 99.1.

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

At the 2024 Annual Meeting, our shareholders (1) elected three Class B directors with terms expiring in 2027 to the Board, (2) approved on an advisory basis the Company's 2023 executive compensation, (3) approved the Arrow Financial Corporation 2023 Employee Stock Purchase Plan and (4) ratified the selection of the independent registered public accounting firm, Crowe LLP, as our independent auditor for the fiscal year ending December 31, 2024. The proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 25, 2024. As of the record date, April 8, 2024, there were 16,692,429 shares of the Company's common stock outstanding and entitled to vote. The holders of 11,191,579 shares of common stock, representing 67.05% of the outstanding shares entitled to vote as of the record date, were represented at the 2024 Annual Meeting, either virtually or by proxy, and this amount represented a quorum.

The matters acted upon at the 2024 Annual Meeting, and the voting tabulation for each matter, are as follows:

1.The election of three (3) directors to Class B for a term of three (3) years and/or until their successors shall have been elected and qualified.


	Votes For	Votes Withheld	Broker Non-Votes
Class B Director Nominees:
David S. DeMarco	7,350,315	295,595	3,545,669
David G. Kruczlnicki	6,716,368	929,542	3,545,669
Raymond R. O'Conor	7,288,854	357,056	3,545,669

2. The approval, on an advisory basis, of the Company’s 2023 executive compensation.


	Votes For	Votes Against	Abstain	Broker Non-Votes
Common Stock Voted On:
Executive Compensation	6,700,808	803,672	141,430	3,545,669

3. The approval of the Arrow Financial Corporation 2023 Employee Stock Purchase Plan.


	Votes For	Votes Against	Abstain	Broker Non-Votes
Common Stock Voted On:
Approval of 2023 Employee Stock Purchase Plan	7,272,627	319,133	54,150	3,545,669

4. The ratification of the selection of the independent registered public accounting firm, Crowe LLP, as the Company's independent auditor for the fiscal year ending December 31, 2024.



Common Stock Voted On:	Votes For	Votes Against	Abstain
Crowe LLP	10,949,858	79,391	162,330

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description


99.1			Arrow Financial Corporation Press Release dated June 6 , 2024 - Tenée R. Casaccio Named Chair of the Arrow Board of Directors

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:	June 6, 2024	By:	/s/ Penko Ivanov
			Penko Ivanov Chief Financial Officer

1 250 Glen Street Glens Falls, NY 12801 NASDAQ® Symbol: "AROW" Website: arrowfinancial.com Media Contact: Rachael Murray Tel: (518) 415-4313 FOR IMMEDIATE RELEASE Tenée R. Casaccio Named Chair of the Arrow Board of Directors GLENS FALLS, N.Y. (June 6, 2024) — The Board of Directors (the “Board”) of Arrow Financial Corporation (the “Company” or “Arrow”) (NasdaqGS® - AROW) is pleased to announce that it has unanimously voted to appoint Tenée R. Casaccio as the new Chair of the Arrow Board of Directors, effective June 5, 2024. This appointment by the Board of Directors follows the retirement of the former Board Chair, William L. Owens, Esq., upon the mandatory retirement age of directors as stipulated in the Company’s bylaws. Casaccio has been a director of the Company since January 2014 and has also served as a director of Arrow’s banking subsidiaries, Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company since 2010 and April 2022, respectively. During that time, she chaired the Wealth Management Committee, played a vital role on the Governance Committee of the Board and served as a director of Arrow’s insurance subsidiary, Upstate Agency, LLC. Casaccio is the first woman to chair the Arrow Board. A member of the American Institute of Architects, Casaccio is the President of JMZ Architects and Planners, P.C. (“JMZ”) an established Women-Owned Business Enterprise specializing in higher education planning and design based in Glens Falls, New York. In her three decades at JMZ, Casaccio’s leadership has been instrumental in establishing long-term relationships with institutional clients. Under her guidance, JMZ has expanded its reach beyond New York state, completing projects on 110 college campuses in 15 states. The firm has earned numerous design awards and recognition as one of the region’s Best Places to Work. Today, JMZ stands as the third-largest architecture firm in New York State’s Capital Region based on revenue. “On behalf of the Board, we are pleased to welcome Tenée as our new Board Chair,” said David S. DeMarco, President and CEO of Arrow and a member of the Arrow Board. “Her significant executive experience, strong understanding of the New York business climate and collaborative leadership style will guide our Arrow Family of Companies toward future growth.” Casaccio said, “I am honored to serve as the new Board Chair of Arrow, particularly as we continue to foster a positive, contemporary culture throughout the organization. Arrow is poised to reach new heights of success and I am excited about the future.” A native of Bolton Landing, New York, Casaccio has been active in the Glens Falls community her entire career. She is a former member of the board and Chair of the Adirondack Regional Chamber of Commerce and The Hyde Collection art museum. She has held positions on the boards of the Warren County Industrial Development Agency, Warren County Economic Development Corporation and Glens Falls Hospital. She is a trustee of the Charles R. Wood Foundation.

2 Tenée R. Casaccio ------ Arrow Financial Corporation (NasdaqGS® - AROW) is a multi-bank holding company headquartered in Glens Falls, New York, serving the financial needs of northeastern New York. The Company is the parent of Glens Falls National Bank and Trust Company and Saratoga National Bank and Trust Company. Other subsidiaries include North Country Investment Advisers, Inc., and Upstate Agency, LLC, specializing in property and casualty insurance and group health and employee benefits. The information in this document may contain statements based on management’s beliefs, assumptions, expectations, estimates and projections about the future. Such "forward-looking statements," as defined in Section 21E of the Securities Exchange Act of 1934, as amended, involve a degree of uncertainty and attendant risk. Actual outcomes and results may differ, explicitly or by implication. We are not obligated to revise or update these statements to reflect unanticipated events. This document should be read in conjunction with Arrow’s Annual Report on Form 10-K for the year ended December 31, 2023 and other filings with the Securities and Exchange Commission.

Cover Page	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	ARROW FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	NY
Entity File Number	0-12507
Entity Tax Identification Number	22-2448962
Entity Address, Address Line One	250 Glen Street
Entity Address, City or Town	Glens Falls
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12801
City Area Code	518
Local Phone Number	745-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $1.00 per share
Trading Symbol	AROW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000717538
Amendment Flag	false
Document Period End Date	Jun. 05, 2024