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Arrow Financial (NASDAQ: AROW) investors approve directors, pay and Crowe LLP

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(High)
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8-K

Rhea-AI Filing Summary

Arrow Financial Corporation reported the results of its 2026 Annual Meeting of Shareholders held on June 3, 2026. Shareholders elected four Class A directors to terms expiring in 2029, approved on an advisory basis the Company’s 2025 executive compensation, and ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

As of the April 6, 2026 record date, 16,526,628 common shares were outstanding and entitled to vote, with 12,946,253 shares, or 78.34% of those eligible, represented at the meeting, constituting a quorum.

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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.
Shares outstanding at record date 16,526,628 shares Common stock outstanding and entitled to vote as of April 6, 2026
Shares represented at meeting 12,946,253 shares Shares present or by proxy at 2026 Annual Meeting; 78.34% of eligible
Support for say-on-pay 9,087,641 votes for Advisory vote on 2025 executive compensation
Opposition to say-on-pay 731,910 votes against Advisory vote on 2025 executive compensation
Votes for auditor Crowe LLP 12,295,674 votes for Ratification of independent auditor for year ending December 31, 2026
Votes against auditor Crowe LLP 429,557 votes against Ratification of independent auditor for year ending December 31, 2026
Highest director support 9,727,222 votes for Election of Class A director nominee Darrin M. Jahnel
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes Class A Director Nominees"
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.
advisory basis financial
"approved on an advisory basis the Company's 2025 executive compensation"
independent registered public accounting firm financial
"the independent registered public accounting firm, Crowe LLP, as our independent auditor"
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.
quorum financial
"were represented at the 2026 Annual Meeting ... and this amount represented a quorum"
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.
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0000717538FALSE00007175382026-06-032026-06-03


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: June 3, 2026
(Date of earliest event reported)

ARROW FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York0-1250722-2448962
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
250 Glen StreetGlens FallsNew York12801
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:518 745-1000

(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 ClassTrading SymbolName of each exchange on which registered
Common Stock, Par Value $1.00 per shareAROWNASDAQ Global Select Market
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.
Arrow Financial Corporation (the "Company") held its 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting") on June 3, 2026. At the 2026 Annual Meeting, our shareholders (1) elected to the board of directors four Class A directors with terms expiring in 2029, (2) approved on an advisory basis the Company's 2025 executive compensation; and (3) ratified the selection of the independent registered public accounting firm, Crowe LLP, as our independent auditor for the fiscal year ending December 31, 2026. The three foregoing proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026. As of the record date, April 6, 2026, there were 16,526,628 shares of the Company's common stock outstanding and entitled to vote. The holders of 12,946,253 shares of common stock, representing 78.34% of the outstanding shares entitled to vote as of the record date, were represented at the 2026 Annual Meeting, either virtually or by proxy, and this amount represented a quorum.

The matters acted upon at the 2026 Annual Meeting, and the voting tabulation for each matter, are as follows:

1.The election of four (4) directors to Class A, for a term of three (3) years and/or until their successors shall have been elected and qualified.
 Votes ForVotes WithheldBroker Non-Votes
Class A Director Nominees:
Mark L. Behan9,476,900538,4422,930,911
Gregory J. Champion8,422,5381,592,8042,930,911
Darrin M. Jahnel9,727,222288,1202,930,911
Daniel J. White8,787,6531,227,6892,930,911
2. The approval, on an advisory basis, of the Company’s 2025 executive compensation.
 Votes ForVotes AgainstAbstainBroker Non-Votes
Common Stock Voted On:
Executive Compensation9,087,641731,910195,7912,930,911

3. The ratification of the selection of the independent registered public accounting firm, Crowe LLP, as the Company's independent auditor for the fiscal year ending December 31, 2026.
Common Stock Voted On:Votes ForVotes AgainstAbstain
Crowe LLP12,295,674429,557221,022



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.

ARROW FINANCIAL CORPORATION
Date:
June 4, 2026
By:
/s/ Penko Ivanov
Penko Ivanov
Chief Financial Officer









Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Arrow Financial (AROW) 2026 Annual Meeting?

Shareholders elected four Class A directors to terms expiring in 2029, approved on an advisory basis Arrow Financial’s 2025 executive compensation, and ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

How many Arrow Financial (AROW) shares were eligible and represented at the 2026 Annual Meeting?

As of the April 6, 2026 record date, 16,526,628 common shares were outstanding and entitled to vote. At the meeting, 12,946,253 shares, representing 78.34% of those eligible, were present virtually or by proxy, establishing a quorum.

How did Arrow Financial (AROW) shareholders vote on 2025 executive compensation?

On an advisory basis, 9,087,641 shares voted for the 2025 executive compensation, 731,910 voted against, 195,791 abstained, and 2,930,911 were broker non-votes. This indicates majority support for the Company’s disclosed 2025 executive pay program.

Which directors were elected at Arrow Financial’s 2026 Annual Meeting and how strong was support?

Four Class A directors were elected: Mark L. Behan, Gregory J. Champion, Darrin M. Jahnel, and Daniel J. White. Vote totals ranged from 8,422,538 to 9,727,222 shares in favor, with broker non-votes of 2,930,911 reported for each nominee.

What were the voting results for Arrow Financial (AROW) auditor ratification?

Shareholders ratified Crowe LLP as Arrow Financial’s independent auditor for the year ending December 31, 2026, with 12,295,674 votes for, 429,557 votes against, and 221,022 abstentions. This reflects broad shareholder support for retaining the current audit firm.

Was there a quorum at Arrow Financial’s 2026 Annual Meeting of Shareholders?

Yes. The holders of 12,946,253 common shares were represented at the 2026 Annual Meeting, either virtually or by proxy. This represented 78.34% of the 16,526,628 outstanding shares entitled to vote as of the April 6, 2026 record date, satisfying quorum requirements.

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