Current Report Filing (8-k)
16 Junho 2022 - 10:50AM
Edgar (US Regulatory)
0001746109
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0001746109
2022-06-16
2022-06-16
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iso4217:USD
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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) |
June
16, 2022 |
Bank First Corporation
(Exact name of registrant
as specified in its charter)
| Wisconsin |
001-38676 |
39-1435359 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 402 North 8th Street, Manitowoc, WI |
54220 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number, including area code |
(920) 652-3100 |
N/A
(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 |
Ticker symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
BFC |
The Nasdaq Stock Market LLC |
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 x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for company 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. |
Effective June 13, 2022, Bank First Corporation
directors Donald R. Brisch and Michael P. Dempsey retired from the Board. New director Laura E. Kohler was elected to the Board.
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
Bank First Corporation held its 2022 Annual Meeting
of Shareholders on June 13, 2022 (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the
shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The proposal was to elect as directors the four (4)
nominees named in the proxy statement to serve until the 2025 Annual Meeting of Shareholders.
| Nominee |
Votes For |
Vote Against |
Abstentions |
Broker Non-Votes |
| Michael G. Ansay |
3,401,233 |
1,235,378 |
0 |
854,088 |
| Judy L. Heun |
3,761,399 |
875,212 |
0 |
854,088 |
| Laura E. Kohler |
4,454,778 |
181,833 |
0 |
854,088 |
| Michael B. Molepske |
4,594,260 |
42,351 |
0 |
854,088 |
Proposal 2
The proposal was to ratify the appointment of Dixon
Hughes Goodman, LLP (now known as FORVIS, LLP) as the Company’s independent registered public accounting firm for the fiscal year
ended December 31, 2022.
| Votes For |
Votes
Against |
Abstentions |
Broker Non-Votes |
| 5,488,717 |
1,554 |
428 |
0 |
|
Item 7.01 |
Regulation FD Disclosure. |
The Company made a presentation
to its shareholders at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated
herein by reference.
Pursuant to General Instruction B.2 of Form 8-K,
the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise
subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to
be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
BANK FIRST CORPORATION |
|
| |
|
|
|
| |
|
|
|
| Date: June 16, 2022 |
By: |
/s/ Kevin M. LeMahieu |
|
| |
|
Kevin M. LeMahieu |
|
| |
|
Chief Financial Officer |
|
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