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0001521951
FIRST BUSINESS FINANCIAL SERVICES, INC.
0001521951
2024-04-26
2024-04-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM
8-K
Current Report
Pursuantto Section 13 OR 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported):
April 26, 2024
FirstBusiness Financial Services, Inc.
(Exact name of registrant as specified in itscharter)
Wisconsin 1-34095 39-1576570
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
401 Charmany Drive
Madison
,
Wisconsin
53719
(Address of principal executive offices) (Zipcode)
Registrant'stelephone number, including area code:
(
608
)
238-8008
N/A
(Former name or former address, if changed sincelast report.)
Check the appropriate box below if the Form 8-Kfiling 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(s) Name of each exchange on
which registered
Common Stock, $0.01 par value FBIZ The Nasdaq Stock Market LLC
Indicateby check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b- 2 of the Securities Exchange Act of 1934 ((s) 240.12b-2 of this
chapter). Emerging growthcompany
..
If an emerginggrowth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with anynew 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.
On April 26, 2024, FirstBusiness Financial Services, Inc. (the "Company") held
its Annual Meeting of Shareholders (the "Annual Meeting")to: (1) elect three
Class II directors to hold office until the 2027 annual meeting of
shareholders and until their successorsare duly elected and qualified; (2)
approve in a non-binding advisory vote the compensation of the Company's named
executiveofficers; and (3) ratify the appointment of Crowe LLP as the
Company's independent registered public accounting firm for theyear ending
December 31, 2024.
Of the aggregate 8,306,543shares of the Company's common stock issued and
outstanding as of the close of business on the record date, February 28,
2024,6,431,288 shares or 77% were represented in person or by proxy at the
Annual Meeting.
At the Annual Meeting, the Company's shareholdersvoted as follows:
(1) Election of the below-named nominees to the Board of Directors of the Company (the "Board"):
Nominees Votes For Votes Withheld Broker Non-Votes
Laurie S. Benson 5,630,101 150,580 650,607
Corey A. Chambas 5,741,131 39,550 650,607
John J. Harris 5,720,312 60,369 650,607
The three nominees listed above were elected bya plurality to serve on the
Board. Further, each nominee received in excess of 97% of the shares voted in
favor of their election.
(2) Approval in a non-binding, advisory vote, of the compensation of the Company's named executive officers.
Votes For Votes Against Abstentions Broker Non-Votes
5,322,163 150,234 308,283 650,607
This matter was approved by shareholders with92% of shares voted cast in favor
of the proposal.
(3) Ratification of the appointment of Crowe LLP as the independent registered
public accounting firm forthe Company for the year ending December 31, 2024.
Votes For Votes Against Abstentions Broker Non-Votes
6,373,538 40,883 16,687 0
This matter was approved by shareholders with99% of shares voted cast in favor
of the proposal.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits. The following exhibits are being furnished herewith:
99.1 Slides from the 2024 Annual Meeting of Shareholders
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereuntoduly authorized.
Date: May 1, 2024 FIRST BUSINESS FINANCIAL SERVICES, INC.
By: /s/
Brian Spielmann
Name: Brian Spielmann
Title: Chief Financial Officer
The meeting will begin promptly at 10:00 a.m. CDT on Friday, April 26, 2024First Business
Financial Services, Inc.2024 Annual Meeting of ShareholdersTo submit questions and/or vote
during the Annual Meeting, you willneed your voter control number that is printed in the
shaded bar locatedon your Notice of Annual Meeting of Shareholders or on your proxy card.
Welcome to theFirst Business Financial Services, Inc.2024 Annual Meeting of Shareholders
firstbusiness.bankAgenda " Annual Shareholder Meeting " Q&A Session " Shareholders who entered the meeting using
their control number may submit questions by clicking onthe Q&A icon in the upper right corner of meeting center
screen as seen in the example below,entering their question and clicking the send button on the right to submit.
Questions will be answeredduring the Q&A Session following the conclusion of the Annual Shareholder Meeting.
firstbusiness.bankRules of ConductGuidelines for questions: " Questions pertinent to Annual Meeting matters will be answered
during the meeting, subject totime constraints. Questions that are similar may be grouped together and answered once. "
Questions should be directly related to the business of First Business Financial Services, Inc. andthe matters properly brought
before the meeting. Unrelated questions will not be answered. " Questions pertinent to the meeting matters that cannot be
answered during the meeting due totime constraints will be answered and posted on the Companys Investor Relations website.
Thequestions and answers will be available as soon as practical after the meeting and will remainavailable until one week after
posting.Unauthorized recording of the Annual Meeting is prohibited. A playback of the meeting will be posted onthe Companys
Investor Relations website: https://ir.firstbusiness.bank/news-presentations/investor-presentations- reports/default.aspx
firstbusiness.bankProposals " Election of Directors:Laurie S. BensonCorey
A. ChambasJohn J. Harris " Approve, on a non-binding advisory basis, the
compensation for our namedexecutive officers. " Ratify the appointment of
Crowe, LLP as our independent registered publicaccounting firm for 2024.
firstbusiness.bankDirectors Continuing in OfficeLaurie S. Benson Carla C. Chavarria Corey A. Chambas
John J. Harris Ralph R. KautenJerry L. Kilcoyne W. Kent Lorenz Daniel P. Olszewski Carol P. Sanders
firstbusiness.bankRetiring at the Conclusion of the Annual MeetingMark Bugher
firstbusiness.bankExecutive OfficersCorey ChambasCEO, FBFSJodi ChandlerChief Human Resources
OfficerMark MeloyExecutive Vice PresidentDan OvokaitysChief Information OfficerBrad QuadeChief
Credit OfficerDave SeilerPresident and ChiefOperating OfficerJim HartliebPresident and CEO,
First Business BankLaura GarciaChief Risk OfficerBrian SpielmannChief Financial Officer
firstbusiness.bankPreliminary Results " Elected Directors:Laurie S. BensonCorey
A. ChambasJohn J. Harris " Approved, on a non-binding advisory basis, the
compensation for ournamed executive officers. " Ratified the appointment of
Crowe, LLP as our independent registeredpublic accounting firm for 2024.
firstbusiness.bankShareholder QuestionsShareholders who entered the meeting
using their control number may submit questions electronically by clicking
on the Q&A icon in the upper right corner of the meeting centerscreen,
entering their question and clicking the send button on the right to submit.
firstbusiness.bankAdditional Information " Investor Relations
Website:https://ir.firstbusiness.bank/investor-relations/default.aspx " Contact Us:https://firstbusiness.bank/contact-us/
Thank you for attendingthe First BusinessFinancial Services, Inc.2024 Annual Meeting ofShareholders
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