Bar Harbor Bankshares (BHB) shareholders back board, pay and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bar Harbor Bankshares reported results of its 2026 Annual Meeting of Shareholders held on May 7, 2026. Holders of 13,903,941 common shares, representing 83% of voting power, were present in person or by proxy, providing a strong quorum.

Shareholders elected all 10 director nominees to serve until the 2027 annual meeting. They also approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers and ratified the appointment of Crowe LLP as independent auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares represented: 13,903,941 shares Voting power represented: 83% Say-on-pay For votes: 11,555,813 votes +4 more

7 metrics

Shares represented 13,903,941 shares Present in person or by proxy at 2026 annual meeting

Voting power represented 83% Voting power entitled to vote at 2026 annual meeting

Say-on-pay For votes 11,555,813 votes Approval of 2025 named executive officer compensation

Say-on-pay Against votes 170,026 votes Non-binding advisory executive compensation proposal

Auditor ratification For votes 13,784,100 votes Ratification of Crowe LLP for fiscal year ending December 31, 2026

Auditor ratification Against votes 87,956 votes Ratification of Crowe LLP proposal

Auditor ratification Abstain votes 31,885 votes Ratification of Crowe LLP proposal

Key Terms

broker non-votes, non-binding advisory basis, independent auditor, named executive officers, +1 more

5 terms

broker non-votes financial

"There were no broker non-votes with respect to Proposal 3."

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.

non-binding advisory basis financial

"Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers"

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.

independent auditor financial

"Shareholders ratified the appointment of Crowe LLP as independent auditor for the fiscal year ending December 31, 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

named executive officers financial

"the compensation paid to the Company’s named executive officers in 2025, as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Shareholders financial

"Bar Harbor Bankshares held its 2026 Annual Meeting of Shareholders on May 7, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/07/2026 - 04:45 PM

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): May 7, 2026

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)


Maine	001-13349	01-0393663
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

PO Box 400		04609-0400
82 Main Street		(Zip Code)
Bar Harbor, Maine
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (207) 288-3314

Not Applicable

(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, par value $2.00 per share	BHB	NYSE American

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

Bar Harbor Bankshares (the “Company”) held its 2026 Annual Meeting of Shareholders on May 7, 2026 (the “Annual Meeting”). The board of directors of the Company (the “Board”) solicited proxies pursuant to a definitive proxy statement (the “Proxy Statement”), that the Company filed on March 19, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to the Board’s solicitation.

At the Annual Meeting, holders of Company common stock, par value $2.00 per share (“common stock”), were asked to consider and vote upon the three proposals set forth below, which are described in more detail in the Proxy Statement. Each share of common stock was entitled to one vote with respect to each proposal. Holders of a total of 13,903,941 shares of common stock were present in person or by proxy at the Annual Meeting, representing 83% of the voting power entitled to vote at the Annual Meeting. The voting results reported below are final.

The proposals considered and voted on by the shareholders at the Annual Meeting, and the votes of the shareholders on those proposals, were as follows:

Proposal 1.

Shareholders voted as follows with respect to the election of each of the following director nominees:

Nominee		For			Withhold		Broker Non-Votes
Daina H. Belair		11,695,113			174,012		2,034,816
Matthew L. Caras		11,709,487			159,638		2,034,816
David M. Colter		11,755,461			113,664		2,034,816
Lauri E. Fernald		11,463,436			405,689		2,034,816
James E. Graham		11,743,590			125,535		2,034,816
Heather D. Jones		11,796,249			72,876		2,034,816
Debra B. Miller		11,779,218			89,907		2,034,816
Brian D. Shaw		11,798,585			70,540		2,034,816
Curtis C. Simard		11,739,410			129,715		2,034,816
Scott G. Toothaker		11,710,822			158,303		2,034,816

As a result of these votes, each of the 10 nominees was elected to serve as a director until the Company’s 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal from office.

Proposal 2. Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers in 2025, as disclosed in the Proxy Statement, by the following vote:


		For		Against		Abstain		Broker Non-Votes
Approval of the Compensation of our Named Executive Officers		11,555,813		170,026		143,286		2,034,816

Proposal 3. Shareholders ratified the appointment of Crowe LLP as independent auditor for the fiscal year ending December 31, 2026, by the following vote:


		For		Against		Abstain
Ratification of Appointment of Crowe LLP		13,784,100		87,956		31,885

There were no broker non-votes with respect to Proposal 3.

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.


	Bar Harbor Bankshares

May 7, 2026	By:	/s/ Josephine Iannelli
		Josephine Iannelli
		Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bar Harbor Bankshares (BHB) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing 10 directors, approving 2025 named executive officer compensation on a non-binding advisory basis, and ratifying Crowe LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received shareholder approval.

How many Bar Harbor Bankshares (BHB) shares were represented at the 2026 annual meeting?

A total of 13,903,941 shares of Bar Harbor Bankshares common stock were represented in person or by proxy, corresponding to 83% of the voting power entitled to vote at the 2026 Annual Meeting of Shareholders, indicating high shareholder participation.

Were all Bar Harbor Bankshares (BHB) director nominees elected in 2026?

All 10 director nominees, including Curtis C. Simard and Heather D. Jones, were elected. Each nominee received more votes “For” than “Withhold,” and will serve until the company’s 2027 Annual Meeting of Shareholders, or until a successor is elected and qualified.

Did Bar Harbor Bankshares (BHB) shareholders approve executive compensation for 2025?

Yes. Shareholders approved, on a non-binding advisory basis, the compensation of Bar Harbor Bankshares’ named executive officers for 2025, with 11,555,813 votes “For,” 170,026 “Against,” 143,286 “Abstain,” and 2,034,816 broker non-votes recorded on this proposal.

Which auditor did Bar Harbor Bankshares (BHB) shareholders ratify for 2026?

Shareholders ratified the appointment of Crowe LLP as Bar Harbor Bankshares’ independent auditor for the fiscal year ending December 31, 2026. The vote totaled 13,784,100 “For,” 87,956 “Against,” and 31,885 “Abstain,” with no broker non-votes on this proposal.

Filing Exhibits & Attachments

3 documents