[8-K] ALERUS FINANCIAL CORP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Alerus Financial Corporation reported voting results from its 2026 Annual Meeting of Stockholders. As of the March 16, 2026 record date, 25,560,231 common shares were outstanding, and holders of 20,654,357 shares, or approximately 80.81%, were represented, establishing a quorum.
Stockholders elected nine directors to serve until the 2027 annual meeting or until successors are elected and qualified. They also approved, on a non-binding advisory basis, 2025 compensation for named executive officers and ratified the appointment of RSM US LLP as independent registered public accounting firm for the year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 25,560,231 shares
Quorum shares represented: 20,654,357 shares
Say-on-pay votes for: 13,525,678 votes
+3 more
6 metrics
Shares outstanding
25,560,231 shares
Common stock outstanding as of record date March 16, 2026
Quorum shares represented
20,654,357 shares
Shares represented in person or by proxy, approximately 80.81% of outstanding
Say-on-pay votes for
13,525,678 votes
Votes for 2025 executive compensation on a non-binding advisory basis
Say-on-pay votes against
462,923 votes
Votes against 2025 executive compensation resolution
Auditor ratification votes for
20,405,133 votes
Votes for ratifying RSM US LLP as 2026 auditor
Largest director support
13,109,347 votes
Votes for director nominee Jeffrey W. Bolton
Key Terms
non-binding advisory basis, broker non-votes, independent registered public accounting firm, Definitive Proxy Statement, +1 more
5 terms
non-binding advisory basis financial
"For the approval, on a non-binding advisory basis, of the 2025 compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Definitive Proxy Statement regulatory
"as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
quorum financial
"which constituted a quorum for the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
FAQ
What was the quorum at Alerus Financial (ALRS) 2026 annual meeting?
Alerus Financial reached a valid quorum with 20,654,357 shares represented, or approximately 80.81% of the 25,560,231 common shares outstanding as of March 16, 2026. This level of participation allowed all agenda items to be formally considered.
Which directors were elected at Alerus Financial (ALRS) 2026 annual meeting?
Stockholders elected nine directors: Daniel E. Coughlin, Randy L. Newman, Galen G. Vetter, Katie A. Lorenson, Janet O. Estep, Mary E. Zimmer, Nikki L. Sorum, John Uribe, and Jeffrey W. Bolton. Each will serve until the 2027 annual meeting or until a successor is duly elected.
How did Alerus Financial (ALRS) stockholders vote on 2025 executive compensation?
Stockholders approved 2025 compensation for named executive officers on a non-binding advisory basis, with 13,525,678 votes for, 462,923 against, and 187,447 abstentions, plus 6,478,309 broker non-votes. This indicates general support for the company’s executive pay program.
Which auditor did Alerus Financial (ALRS) stockholders ratify for 2026?
Stockholders ratified RSM US LLP as Alerus Financial’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 20,405,133 shares for, 244,190 against, and 3,648 abstentions, with 1,386 broker non-votes recorded.