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Enterprise Financial (NASDAQ: EFSC) shareholders back board, pay and auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Enterprise Financial Services Corp held its 2026 annual stockholder meeting, where all twelve director nominees were elected to one-year terms. Director support was strong, with votes for each nominee around 28.1–29.0 million and 2,786,551 broker non-votes recorded for each seat.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026, with 31,543,824 votes for, 379,765 against, and 10,850 abstentions. In addition, the advisory vote on executive compensation passed, receiving 28,136,971 votes for, 890,165 against, 120,752 abstentions, and 2,786,551 broker non-votes. No other matters were brought to a vote.

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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.
Auditor ratification votes for 31,543,824 votes Ratification of Deloitte & Touche LLP for fiscal year 2026
Auditor ratification votes against 379,765 votes Ratification of Deloitte & Touche LLP for fiscal year 2026
Say-on-pay votes for 28,136,971 votes Advisory vote to approve executive compensation
Say-on-pay votes against 890,165 votes Advisory vote to approve executive compensation
Say-on-pay abstentions 120,752 votes Advisory vote to approve executive compensation
Broker non-votes on proposals 1 and 3 2,786,551 votes Director elections and say-on-pay proposal
Highest director votes for 28,976,284 votes Election of director Lars C. Anderson
Lowest director votes for 27,783,995 votes Election of director Michael A. DeCola
broker non-votes financial
"Director Nominee | Votes For | Votes Withheld | 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 appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm"
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.
advisory (Non-Binding) Vote to Approve Executive Compensation financial
"Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal to approve, on an advisory basis, the compensation"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001025835FALSE150 N. Meramec AvenueSt. LouisMissouri6310500010258352026-05-132026-05-130001025835us-gaap:CommonStockMember2026-05-132026-05-130001025835efsc:DepositarySharesMember2026-05-132026-05-13

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 13, 2026
ENTERPRISE FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
Delaware 
001-15373 
43-1706259 
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
150 N. Meramec Avenue, St. Louis, Missouri
(Address of principal executive offices)
63105
(Zip Code)

Registrant's telephone number, including area code
(314) 725-5500

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:
 ☐   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 Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEFSCNasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series AEFSCPNasdaq 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

Enterprise Financial Services Corp (the “Company”) held its annual meeting of stockholders on May 13, 2026 (the “2026 Annual Meeting”). The following matters were submitted to a vote at the 2026 Annual Meeting and the voting results are as follows:

1. Election of Directors: The twelve nominees named in the Company’s proxy statement for the 2026 Annual Meeting (the “Proxy Statement”) were elected to serve a one-year term expiring in 2027 or until their successors are duly elected and qualified, based upon the following votes:
Director NomineeVotes ForVotes WithheldBroker Non-Votes
Lars C. Anderson28,976,284171,604 2,786,551
Lyne B. Andrich28,877,077270,811 2,786,551
Michael A. DeCola27,783,9951,363,893 2,786,551
Michael E. Finn28,747,671400,217 2,786,551
Michael R. Holmes28,495,352652,536 2,786,551
Nevada A. Kent, IV28,889,392258,496 2,786,551
James B. Lally28,902,976244,912 2,786,551
Marcela Manjarrez28,678,962468,926 2,786,551
Stephen P. Marsh28,564,197583,691 2,786,551
Richard M. Sanborn28,764,693383,195 2,786,551
Sandra A. Van Trease28,139,2641,008,624 2,786,551
Lina A. Young28,677,267470,621 2,786,551

2. Ratification of the Appointment of the Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal year 2026 was ratified as follows:
Votes ForVotes AgainstAbstain
31,543,824379,76510,850

3. Advisory (Non-Binding) Vote to Approve Executive Compensation. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement, was approved by the following votes:
Votes ForVotes AgainstAbstainBroker Non-Votes
28,136,971890,165120,7522,786,551

No other matters were considered and voted on by the stockholders at the 2026 Annual Meeting.



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 thereunto duly authorized.

ENTERPRISE FINANCIAL SERVICES CORP
Date:May 15, 2026By:/s/ Troy R. Dumlao
Troy R. Dumlao
Executive Vice President and Chief Accounting Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did Enterprise Financial Services Corp (EFSC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing twelve directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving an advisory executive compensation proposal. All three items received sufficient support and were approved at the 2026 annual meeting.

Were all Enterprise Financial Services Corp (EFSC) director nominees elected in 2026?

Yes, all twelve director nominees were elected to one-year terms expiring in 2027. Each nominee received roughly 27.8–28.9 million votes for and between about 171,000 and 1.0 million votes withheld, along with 2,786,551 broker non-votes for each seat.

Did Enterprise Financial Services Corp (EFSC) shareholders ratify Deloitte & Touche as auditor for 2026?

Yes, shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. The proposal received 31,543,824 votes for, 379,765 votes against, and 10,850 abstentions, indicating strong overall support for the auditor appointment.

How did Enterprise Financial Services Corp (EFSC) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory proposal on executive compensation. The vote totaled 28,136,971 shares in favor, 890,165 against, and 120,752 abstentions, with 2,786,551 broker non-votes, indicating that the compensation of named executive officers received majority support.

Were any other proposals considered at the 2026 Enterprise Financial Services Corp (EFSC) annual meeting?

No, only three proposals were considered: election of twelve directors, ratification of Deloitte & Touche LLP as auditor for 2026, and the advisory executive compensation vote. The filing states that no other matters were considered or voted on at the meeting.

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