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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 18, 2021

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

Maine

001-13349

01-0393663

(State or Other Jurisdiction)
of Incorporation)

(Commission File No.)

(I.R.S. Employer
Identification No.)

PO Box 400

04609-0400

82 Main Street

(Zip Code)

Bar Harbor, Maine

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (207) 288-3314

Not Applicable

(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 (see General Instruction A.2. below):

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 $2.00 per share

BHB

NYSE American

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

We held our 2021 Annual Meeting of Shareholders on May 18, 2021. The board of directors solicited proxies pursuant to a proxy statement, as amended, that we filed on April 1, 2021 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the board’s solicitation.

At the meeting, holders of common stock were asked to consider and vote upon the three proposals set forth below. Each share of common stock was entitled to one vote with respect to each proposal. Holders of a total of 12,539,821 shares of common stock were present in person or by proxy at the meeting, representing 83.91% of the voting power entitled to vote at the meeting. The voting results reported below are final.

The proposals considered and voted on by the shareholders at the meeting, and the votes of the shareholders on those proposals, were as follows:

Proposal 1.

Shareholders voted as follows with respect to the election of each of the following director nominees:

Nominee

    

For

    

Against

    

Withhold

    

Broker Non-Votes

Daina H. Belair

 

10,150,572

 

217,327

 

151,591

 

2,020,331

Matthew L. Caras

 

10,071,743

 

294,141

 

153,606

 

2,020,331

David M. Colter

 

10,187,384

 

170,281

 

161,825

 

2,020,331

Steven H. Dimick

 

10,107,997

 

258,720

 

152,773

 

2,020,331

Martha T. Dudman

 

10,089,204

 

210,488

 

219,798

 

2,020,331

Lauri E. Fernald

 

9,965,006

 

326,647

 

227,837

 

2,020,331

Brendan J. O’Halloran

 

10,249,444

 

103,643

 

166,403

 

2,020,331

Curtis C. Simard

 

10,160,238

 

155,815

 

203,437

 

2,020,331

Kenneth E. Smith

 

10,117,034

 

201,667

 

200,789

 

2,020,331

Stephen R. Theroux

 

10,214,100

 

135,766

 

169,624

 

2,020,331

Scott G. Toothaker

 

10,200,804

 

121,260

 

197,426

 

2,020,331

David B. Woodside

 

9,859,261

 

496,056

 

164,173

 

2,020,331

As a result of these votes, each of the 12 nominees was elected to serve as a director until the 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.

Proposal 2.    Shareholders approved, on a non-binding advisory basis, the compensation paid to our executive officers in 2020, as disclosed in the proxy statement, by the following vote:

    

For

    

Against

    

Abstain

    

Broker Non-Votes

Approval of Executive Compensation

 

9,871,848

 

410,521

 

237,121

 

2,020,331

Proposal 3.    Shareholders ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2021, by the following vote:

    

For

    

Against

    

Abstain

    

Broker Non-Votes

Ratification of Appointment of RSM US LLP

 

12,341,348

 

84,179

 

114,294

 

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.

Bar Harbor Bankshares

May 19, 2021

By:

/s/ Josephine Iannelli

Josephine Iannelli

Executive Vice President and
Chief Financial Officer