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 (date of earliest event reported): December 12, 2023

Camden National Corporation

(Exact name of registrant as specified in its charter)


Maine	01-28190		01-0413282
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

Two Elm Street	Camden	Maine	04843
(Address of principal executive offices)			(Zip Code)

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:

☐ 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))

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. o

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	CAC	The NASDAQ Stock Market LLC


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Timothy P. Nightingale, a named executive officer of Camden National Corporation (the “Company”), ceased serving as Chief Credit Officer on December 12, 2023 and his employment ended on December 12, 2023 (the “Separation Date”). Ryan Smith, Executive Vice President of Commercial Banking, assumed the responsibilities of Chief Credit Officer, effective as of the Separation Date. Mr. Nightingale, age 66, joined the Company 23 years ago and is retiring due to personal health reasons.

Letter Agreement with Mr. Nightingale

On December 12, 2023, the Company and Mr. Nightingale entered into a letter agreement (the “Letter Agreement”). Under the terms of the Letter Agreement, as of the Separation Date, (i) the performance share units granted to Mr. Nightingale in 2021, 2022 and 2023 will be deemed earned at the target level of performance and will vest, (ii) the unvested portion of the restricted share awards granted to Mr. Nightingale on April 26, 2022 and April 25, 2023 will vest and (iii) the restricted stock unit award granted to Mr. Nightingale on April 25, 2023 will vest. Within sixty (60) days following the Separation Date, (i) an aggregate of 7,912 shares of common stock of the Company will be distributed to Mr. Nightingale in respect of the vested equity-based awards described above and (ii) Mr. Nightingale will receive a cash payment of $41,500 for his services and contributions during 2023. The accelerated vesting of equity-based awards and separation payments are conditioned on Mr. Nightingale’s execution and non-revocation of a waiver and general release of claims and his compliance with the terms and conditions of the release and are subject to the terms of his existing restrictive covenant agreement with the Company and the Letter Agreement.

The foregoing summary of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which will be provided as an exhibit within the Company’s 2023 Annual Report on Form 10-K at a later date.


Item 7.01			Regulation FD Disclosure.

On December 14, 2023, the Company's subsidiary, Camden National Bank, issued a press release announcing the senior leadership changes. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.


Item 9.01			Financial Statements and Exhibits.

(d) The following exhibits are filed with this Report:


Exhibit No.			Description
99.1			Press release dated December 14, 2023
101			Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document.
104			Cover Page Interactive Data File - Included in Exhibit 101.

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: December 14, 2023


			CAMDEN NATIONAL CORPORATION (Registrant)


			By:			/s/ MICHAEL R. ARCHER
						Michael R. Archer Chief Financial Officer and Principal Financial & Accounting Officer

FOR IMMEDIATE RELEASE:

MEDIA CONTACT:

Renée Smyth, Executive Vice President

Chief Experience & Marketing Officer

(800) 860-8821

rsmyth@CamdenNational.bank

Camden National Bank Names New Chief Credit Officer

Camden, Maine, December 14, 2023 – Camden National Bank announced today that Ryan Smith, an executive vice president who has been with the bank since 2012, has assumed the role of chief credit officer. Smith succeeded Timothy Nightingale, Camden National Bank’s long-serving chief credit officer, who retired for personal health reasons.

“This is a seamless transition, as Ryan is well positioned to uphold our robust credit culture with his strong credit skills and extensive commercial banking experience,” said Greg Dufour, president and CEO of Camden National Bank. “Ryan has firsthand knowledge of our lending markets, enabling us to keep our distinctive local decision-making, and providing opportunities to enhance the customer experience. We are fortunate to be able to attract and cultivate talented team members for leadership roles.”

In 2012, Smith was hired to lead Camden National Bank’s commercial banking efforts in Central and Southern Maine. He soon took on the added responsibility of leading the Treasury Management group, where he grew that line of business until 2015, when he became director of commercial banking for Central and Midcoast Maine. In 2019, Smith was promoted to senior vice president, director of credit administration, a position he held until 2020, when he was promoted to executive vice president, director of commercial banking.

“I want to thank Tim for his extensive leadership in helping to build Camden National Bank’s healthy credit culture and our reputation for professional and responsible lending,” Dufour said. “Tim has been an invaluable member of our management team and helped guide our bank for the past 23 years. His long and successful

career in commercial banking and credit risk management is well known and respected. We have all benefited from having worked with him and for his friendship.”

“Since joining Camden National Bank, I’ve been impressed by the strong credit culture that is a hallmark of the company’s success,” said Simon Griffiths, who will succeed Dufour as president and CEO on January 1, 2024. “I’m looking forward to working closely with Ryan in his new role, as well as our credit and commercial banking teams, as we continue to highly serve the customers and communities of the bank.”

Originally from Maine, Smith currently resides in Auburn with his family. He is actively involved in the local community as a volunteer coach for youth baseball. He is also a board director and past president of the Maine Building Materials Exchange, and a member of the Commercial Lending Committee for the Maine Bankers Association. He earned his Bachelor of Science in finance from the University of Maine.

About Camden National Corporation

Camden National Corporation (NASDAQ®: CAC) is the largest publicly traded bank holding company in Northern New England with $5.8 billion in assets and was proudly listed as one of the Best Places to Work in Maine for the past three years. Founded in 1875, Camden National Bank is a full-service community bank dedicated to customers at every stage of their financial journey. With 24/7 live phone support, 57 banking centers, and additional lending offices in New Hampshire and Massachusetts, Camden National Bank offers the latest in digital banking, complemented by award-winning, personalized service. To learn more, visit CamdenNational.bank. Member FDIC. Equal Housing Lender.

Comprehensive wealth management, investment, and financial planning services are delivered by Camden National Wealth Management.

Document and Entity Information Document	Dec. 12, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 12, 2023
Entity Registrant Name	Camden National Corp
Entity Central Index Key	0000750686
Amendment Flag	false
Entity Incorporation, State or Country Code	ME
Entity File Number	01-28190
Entity Tax Identification Number	01-0413282
Entity Address, Address Line One	Two Elm Street
Entity Address, City or Town	Camden
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04843
City Area Code	207
Local Phone Number	236-8821
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	CAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false