Alerus Financial Corp Files 8-K on Shareholder Votes and Exhibits

TL;DR

Alerus Financial (ALRS) filed an 8-K covering shareholder votes and financial exhibits from Sept 12.

AI Summary

Alerus Financial Corporation filed an 8-K on September 13, 2024, reporting on matters submitted to a vote of security holders and financial statements/exhibits. The earliest event reported was on September 12, 2024. The company, incorporated in Delaware, is headquartered in Grand Forks, North Dakota.

Why It Matters

This filing provides updates on corporate governance matters and financial reporting, which are crucial for investors to understand the company's operational and strategic direction.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate actions and financial statements, not indicating any immediate financial distress or significant new risks.

Key Players & Entities

• Alerus Financial Corporation (company) — Registrant
• September 12, 2024 (date) — Date of earliest event reported
• September 13, 2024 (date) — Filing date
• Grand Forks, North Dakota (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock, $1.00 par value per share ALRS The Nasdaq

Filing Documents

• tm2414375d19_8k.htm (8-K) — 34KB
• 0001104659-24-099747.txt ( ) — 204KB
• alrs-20240912.xsd (EX-101.SCH) — 3KB
• alrs-20240912_lab.xml (EX-101.LAB) — 33KB
• alrs-20240912_pre.xml (EX-101.PRE) — 22KB
• tm2414375d19_8k_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 12, 2024, Alerus Financial Corporation, a Delaware corporation (the "Company") held a special meeting of its stockholders (the "Special Meeting") to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated May 14, 2024 (the "Merger Agreement"), by and between the Company and HMN Financial, Inc., a Delaware corporation ("HMNF"), pursuant to which HMNF will merge with and into the Company, with the Company as the surviving corporation (the "Merger"). The record date for determination of stockholders entitled to vote at the Special Meeting was the close of business on July 25, 2024. There were 19,911,003 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Special Meeting, the holders of 15,327,303 shares, or approximately 76.98 percent of the outstanding shares of the Company's common stock, par value $1.00 per share ("Company common stock"), were represented in person or by proxy, which constituted a quorum for the Special Meeting. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Company's Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on July 31, 2024, were as follows: Proposal 1 : The approval and adoption of the Merger Agreement, pursuant to which HMNF will merge with and into the Company, and the transactions contemplated therein, including the issuance of Company common stock pursuant to the Merger Agreement (the "Merger Proposal"): Votes For Votes Against Votes Abstained Broker Non-Votes 14,996,524 186,220 144,559 0 Proposal 2 : The approval of the adjournment of the Special Meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the Merger Proposal: Votes For Votes Against Abstentions Broker Non-Votes 14,457,0

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SignatureS

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: September 13, 2024 Alerus Financial Corporation By: /s/ Katie A. Lorenson Name: Katie A. Lorenson Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR