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United States

Securities And Exchange Commission
Washington, DC 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 7, 2024

Alerus Financial Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware

001-39036

45-0375407

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

401 Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (701) 795-3200

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 (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, $1.00 par value per share

ALRS

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

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.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”) was held on May 7, 2024. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 12, 2024. There were 19,885,905 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 15,655,023 shares, or approximately 78.72% of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 25, 2024, were as follows:

Proposal 1: The election of eight (8) director nominees to serve on the board of directors of the Company until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

Daniel E. Coughlin

10,756,289

522,393

4,376,341

Randy L. Newman

10,090,081

1,188,601

4,376,341

Galen G. Vetter

10,576,511

702,171

4,376,341

Katie A. Lorenson

10,699,526

579,156

4,376,341

Janet O. Estep

10,241,639

1,037,043

4,376,341

Mary E. Zimmer

10,810,357

468,325

4,376,341

Nikki L. Sorum

10,878,370

400,312

4,376,341

John Uribe

10,591,763

686,919

4,376,341

Proposal 2: The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

Votes For

Votes Against

Abstentions

Broker Non-Votes

15,340,596

81,371

233,056

0

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description

104

Cover Page Interactive Data File (embedded within the Inline XBLR document)

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.

Date: May 8, 2024

Alerus Financial Corporation

By:

/s/ Katie A. Lorenson

Name:

Katie A. Lorenson

Title:

President and Chief Executive Officer

v3.24.1.u1
Document and Entity Information
May 07, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 07, 2024
Entity File Number 001-39036
Entity Registrant Name Alerus Financial Corporation
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 45-0375407
Entity Address, Address Line One 401 Demers Avenue
Entity Address, City or Town Grand Forks
Entity Address, State or Province ND
Entity Address, Postal Zip Code 58201
City Area Code 701
Local Phone Number 795-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $1.00 par value per share
Trading Symbol ALRS
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0000903419
Amendment Flag false

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