United States
Securities And Exchange Commission
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FORM
Current Report Pursuant to
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Securities Exchange Act of 1934
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”) was held on May 8, 2023. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 15, 2023. There were 20,159,671 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 16,138,319 shares, or approximately 80.05 percent 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 27, 2023, were as follows:
Proposal 1: The election of eight (8) director nominees to serve on the board of directors of the Company until the 2024 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 | 10,323,665 | 415,728 | 5,398,926 |
Kevin D. Lemke | 9,987,505 | 751,888 | 5,398,926 |
Michael S. Mathews | 9,736,890 | 1,002,503 | 5,398,926 |
Randy L. Newman | 9,500,483 | 1,238,910 | 5,398,926 |
Galen G. Vetter | 10,224,333 | 515,060 | 5,398,926 |
Katie A. Lorenson | 10,154,055 | 585,338 | 5,398,926 |
Janet O. Estep | 9,259,327 | 1,480,066 | 5,398,926 |
Mary E. Zimmer | 10,383,909 | 355,484 | 5,398,926 |
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, 2023:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
16,094,286 | 23,342 | 20,690 | 0 |
Item 9.01.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 11, 2023 | Alerus Financial Corporation | |
By: | /s/ Katie A. Lorenson | |
Name: | Katie A. Lorenson | |
Title: | President and Chief Executive Officer | |