ARROW FINANCIAL Files 8-K on Operations, Bylaw Amendments

Ticker: AROW · Form: 8-K · Filed: Feb 1, 2024 · CIK: 717538

Complexity: simple

Sentiment: mixed

Topics: financial-condition, corporate-governance, 8-K

TL;DR

**Arrow Financial just dropped an 8-K on operations and bylaws, signaling big news for investors.**

AI Summary

ARROW FINANCIAL CORPORATION filed an 8-K on February 1, 2024, reporting an event that occurred on January 31, 2024. This filing indicates that the company is providing an update on its operations and financial condition, as well as potential amendments to its articles of incorporation or bylaws. For investors, this matters because it signals important, potentially material, changes or disclosures about the company's performance and governance, which could influence stock valuation.

Why It Matters

This filing signals that ARROW FINANCIAL CORPORATION is disclosing significant updates regarding its financial health and potentially its corporate structure, which can directly impact investor confidence and stock price.

Risk Assessment

Risk Level: medium — The filing mentions 'Results of Operations and Financial Condition' and 'Amendments to Articles of Incorporation or Bylaws,' which could contain either positive or negative news, creating uncertainty.

Analyst Insight

A smart investor would closely monitor subsequent filings or press releases from ARROW FINANCIAL CORPORATION for the specific details regarding the 'Results of Operations and Financial Condition' and any 'Amendments to Articles of Incorporation or Bylaws' mentioned in this 8-K, as these will provide the actual impact on the company.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What was the earliest event reported in this 8-K filing by ARROW FINANCIAL CORPORATION?

The earliest event reported in this 8-K filing by ARROW FINANCIAL CORPORATION occurred on January 31, 2024.

What specific items of information are included in this 8-K filing?

This 8-K filing includes 'Results of Operations and Financial Condition,' 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year,' 'Regulation FD Disclosure,' 'Other Events,' and 'Financial Statements and Exhibits.'

What is the trading symbol and the exchange where ARROW FINANCIAL CORPORATION's Common Stock is registered?

ARROW FINANCIAL CORPORATION's Common Stock trades under the symbol AROW and is registered on the NASDAQ Global Select Market.

What is the business address of ARROW FINANCIAL CORPORATION as stated in the filing?

The business address of ARROW FINANCIAL CORPORATION is 250 Glen Street, Glens Falls, New York 12801.

What is the par value per share for ARROW FINANCIAL CORPORATION's Common Stock?

The par value per share for ARROW FINANCIAL CORPORATION's Common Stock is $1.00.

Filing Stats: 1,056 words · 4 min read · ~4 pages · Grade level 10.5 · Accepted 2024-02-01 07:49:54

Key Financial Figures

Filing Documents

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On February 1, 2024, Arrow Financial Corporation (the "Company") issued a press release containing unaudited financial information and accompanying discussion for the year-to-date period ended December 31, 2023. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

03 Amendment to Articles of Incorporation or ByLaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or ByLaws; Change in Fiscal Year. On January 31, 2024, the Board approved and adopted an amendment and restatement of the Company's bylaws (as amended and restated, the "Amended and Restated Bylaws"), effective as of that date. The amendments contained in the Amended and Restated Bylaws include, among other things: a. employing the use of gender-neutral language throughout the By-laws; b. amending Sections 2.1 and 3.9 to expressly allow for shareholder and board meetings to be conducted through means of remote communications pursuant to New York Business Corporation Law ("NYBCL") Sections 602 and 708, respectively; c. amending Section 2.1 to provide for requirements and procedures for the postponement of a meeting of the shareholders; d. amending Section 2.2 to clarify that the adjournment, recess, or postponement of an annual meeting of the shareholders shall not provide a new period for a shareholder to provide notice of a proposal of business to be transacted at that meeting; e. amending Section 2.5 to clarify the determination of the shareholders of record for an adjourned meeting; f. amending Section 2.9 to clarify the policies and procedures for an adjourned meeting of the shareholders and the notice requirements related to such an adjournment; g. amending Section 2.10 to clarify the scope of a proxy authorization; h. amending Sections 2.12 and 2.13 to set forth a clear protocol for determining who shall lead a meeting of the shareholders in the absence of the Chairman of the Board and the methods of conducting such a meeting; i. amending Section 3.4.2 to establish the requirements for submitting shareholder notice of a director nomination in compliance with stockholder proxy solicitations for director nominees; j. amending Sections 3.18 and 4.2 to expressly allow for obtaining the written consent of Directors, including in their role as members of Board committees, through electronic means in accord

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 1, 2024, the Company made available certain presentation material (the "Fourth Quarter 2023 Investor Presentation"), which includes among other things, a review of financial results and trends through the period ended December 31, 2023. The furnished Fourth Quarter 2023 Investor Presentation should be read in conjunction with our Earnings Release for the quarter ended December 31, 2023. A copy of the presentation material is included as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference. The information furnished under this Report, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.

01. Other Events

Item 8.01. Other Events. On January 31, 2024, the Board of Directors (the "Board") of Arrow Financial Corporation (the "Company") declared a quarterly cash dividend of $0.27 per share payable February 23, 2024 to shareholders of record on February 12, 2024. A copy of the press release announcing the quarterly cash dividend is furnished as Exhibit 99.1 to this report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description Exhibit 3.1 A rrow Financial Co rporation By-Laws (Originally adopted 7/2/90, as amended through 1/31/24) Exhibit 99.1 Arrow Financial Corporation Earnings Press Release dated February 1, 2024 Exhibit 99.2 Arrow Financial Corporation Fourth Quarter 2023 Investor Presentatio n

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. ARROW FINANCIAL CORPORATION Registrant Date: February 1, 2024 /s/ Penko Ivanov Penko Ivanov Chief Financial Officer

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