Burke & Herbert Financial Services Corp. Files 8-K

TL;DR

BHB filed an 8-K on 7/15, expect corporate updates and financials.

AI Summary

Burke & Herbert Financial Services Corp. filed an 8-K on July 15, 2024, reporting changes to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company is incorporated in Virginia and its fiscal year ends on December 31st.

Why It Matters

This filing indicates potential corporate governance changes or significant events requiring shareholder votes and the disclosure of financial information for Burke & Herbert Financial Services Corp.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting corporate actions and financial statements, not indicating immediate financial distress or significant negative events.

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's annual financial reporting cycle.)

Key Players & Entities

• Burke & Herbert Financial Services Corp. (company) — Registrant
• Virginia (location) — State of incorporation
• July 15, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.50 B — ch registered Common stock, par value $0.50 BHRB The Nasdaq Stock Market LLC Indica

Filing Documents

• bhrb-20240715.htm (8-K) — 64KB
• bhrb-bhcarticlesofamendmen.htm (EX-99.1) — 11KB
• 0001964333-24-000300.txt ( ) — 209KB
• bhrb-20240715.xsd (EX-101.SCH) — 2KB
• bhrb-20240715_lab.xml (EX-101.LAB) — 23KB
• bhrb-20240715_pre.xml (EX-101.PRE) — 13KB
• bhrb-20240715_htm.xml (XML) — 3KB

03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As further described under Item 5.07 of this Form 8-K, at the annual meeting of shareholders (the "Annual Meeting") Burke & Herbert Financial Services Corp. (the "Company"), and upon the recommendation of the Company's board of directors (the "Board"), the Company's shareholders approved an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's Common Stock from 20,000,000 to 40,000,000 shares. The Board previously declared the proposal to be in the best interests of the Company and its shareholders at the Board's meeting of March 28, 2024 and approved the amendment to the Articles of Incorporation, subject to shareholder approval. The amendment to the Articles of Incorporation is described in detail under "Proposal No. 3: Amendment to the Company's Articles of Incorporation to Increase the Shares of Common Stock Authorized for Issuance" beginning on page 33 of the Company's Definitive Proxy Statement in connection with the Annual Meeting, filed with the SEC on May 29, 2024, (the "Proxy Statement") and is incorporated herein by reference. Following shareholder approval, the Company filed the amendment to the Articles of Incorporation with the Virginia State Corporation Commission on July 15, 2024, to be effective as of 5:00 PM Eastern Time, July 15, 2024.

07 - Submission of Matters to a Vote of Security Holders

Item 5.07 - Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting on July 15, 2024. At the Annual Meeting, the Company's shareholders considered and voted on the three proposals set forth below, each of which is described in greater detail in the Proxy Statement. At the close of business on May 7, 2024, the record date for the Annual Meeting, there were 14,847,927 shares of the Company's voting common stock outstanding. At the meeting there were 11,041,872 shares of the Company's voting common stock represented in person or by proxy, constituting a quorum. The voting results from the Annual Meeting as to the proposals presented to the shareholders were as follows: Proposal 1: Election of Directors. The Company's shareholders elected sixteen directors to each serve a one-year term expiring in 2025. The voting results were as follows: Common Stock Director Votes For Votes Against Votes Abstained Broker Non Votes Mark G. Anderson 7,854,049 34,036 28,061 3,125,726 Julian F. Barnwell, Jr. 7,857,362 38,564 20,221 3,125,725 Oscar M. Bean 7,854,899 44,521 16,727 3,125,725 Katherine D. Bonnaf 7,823,776 72,149 20,221 3,125,725 David P. Boyle 7,846,510 50,156 19,481 3,125,725 James M. Burke 7,856,341 38,611 21,195 3,125,725 James P. Geary, II 7,862,439 36,617 17,091 3,125,725 Georgette R. George 7,865,360 39,851 10,935 3,125,725 Gary L. Hinkle 7,864,706 41,657 9,784 3,125,725 S. Laing Hinson 7,551,198 344,728 20,221 3,125,725 Jason A. Kitzmiller 7,859,215 39,498 17,435 3,125,724 H. Charles Maddy, III 7,779,410 122,082 14,655 3,125,725 Shawn P. McLaughlin 7,829,479 66,410 20,259 3,125,724 Charles S. Piccirillo 7,858,862 38,796 18,490 3,125,724 Jose D. Riojas 7,792,049 96,221 27,876 3,125,725 Jill S. Upson 7,828,782 73,993 13,372 3,125,725 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company's shareholders ratified the appointment of Crowe LLP as the Company's independen

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 99.1* Articles of Amendment to the Articles of Incorporation of Burke & Herbert Financial Services Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed herewith SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of July, 2024. Burke & Herbert Financial Services Corp. By: /s/ Roy E. Halyama Name: Roy E. Halyama Title: Executive Vice President, CFO

View Full Filing

View this 8-K filing on SEC EDGAR