Burke & Herbert Financial Services Corp. Proxy Statement Filed

TL;DR

BHB proxy filed for July 15th meeting - vote on directors & corp matters.

AI Summary

Burke & Herbert Financial Services Corp. filed its definitive proxy statement (DEF 14A) on May 29, 2024, for its annual meeting on July 15, 2024. The filing outlines the company's governance and proposals to be voted on by shareholders, including the election of directors and other corporate matters.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and important corporate actions.

Risk Assessment

Risk Level: low — This is a routine annual proxy filing with no immediate financial or operational risks indicated.

Key Numbers

• 20240715 — Annual Meeting Date (Shareholders will vote on proposals at this date.)
• 20240529 — Filing Date (The proxy statement was officially filed with the SEC on this date.)

Key Players & Entities

• Burke & Herbert Financial Services Corp. (company) — Registrant
• 0001964333-24-000259 (dollar_amount) — Accession Number
• 20240529 (dollar_amount) — Filing Date
• 20240715 (dollar_amount) — Meeting Date

FAQ

Key Financial Figures

• $54.73 — the Company's stock as of May 3, 2024 ($54.73) and the associated strike price at the

Filing Documents

• bhrb2024annualproxy-def14a.htm (DEF 14A) — 451KB
• bh_logoxsubbrandxfinancial.jpg (GRAPHIC) — 132KB
• image.jpg (GRAPHIC) — 12KB
• image_2.jpg (GRAPHIC) — 4KB
• pxb27014.jpg (GRAPHIC) — 363KB
• pxi27014.jpg (GRAPHIC) — 133KB
• 0001964333-24-000259.txt ( ) — 1339KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 7 Proposal 1 - Election of Directors 9 Board of Directors 14 Audit Committee Report 19

Executive Compensation

Executive Compensation 22 Company Transactions With Related Parties 31 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm 32 Proposal 3 - Amendment to the Company's Articles of Incorporation to Increase the Shares of Common Stock Authorized for Issuance 33 Other Matters 34 Shareholder Proposals and Director Nominations for 2025 Annual Meeting of Shareholders 34 Annual Report to Shareholders 35 Delivery of Documents to Shareholders Sharing an Address 35 Appendix A-1 Proposed Amendment to the Company's Articles of Incorporation 36 4 PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON July 15, 2024 The enclosed proxy is solicited by the Board of Directors (the "Board of Directors" or "Board") of Burke Herbert Financial Services Corp. (the "Company") for the 2024 Annual Meeting of Shareholders (the "Annual Meeting") to be held on July 15, 2024, at 800 a.m. local time, at Burke Herbert Corporate Center, 5680 King Centre Drive, Alexandria, Virginia 22315. The approximate mailing date of this proxy statement and accompanying notice and proxy is May 30, 2024. If as of May 7, 2024 (the "record date"), your shares were registered directly in your name with the Company's transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer Trust, LLC), then you are a shareholder of record. You may complete, sign, date and mail the proxy card in the enclosed postage-paid envelope. You may also vote your shares in person at the Annual Meeting or over the Internet. Instructions for voting by returning a signed proxy card and for voting over the Internet are on the enclosed proxy card. Internet voting for shareholders of record will be available 24 hours a day and will close at 1159 p.m. on July 14, 2024. Returning a signed proxy card or voting over the Internet will not affect a shareholder's right to attend the Annual Meeting and to vote at that time. Any shareholder who has submit

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Stock Owned by 5% Shareholders The following table presents common stock ownership information for persons known to us to beneficially own more than 5% of the Company's stock as of the record date May 7, 2024. Name, Position and Address of Beneficial Owner Shares Percent of Class BlackRock, Inc. 55 East 52nd Street New York, NY 10055 917,119 6.18 % (1) Derived from (i) BlackRock Inc.'s Schedule 13GA filing with the SEC on January 29, 2024, disclosing beneficial ownership of 472,902 shares of the Company's common stock (the "Company 13G") and (ii) BlackRock Inc.'s Schedule 13G filing with the SEC on January 29, 2024, disclosing beneficial ownership of 880,859 shares of Summit common stock (the "Summit 13G"). In the Company 13G, BlackRock disclosed that it had the sole power to vote or to direct the vote of 464,264 shares and sole dispositive power of 472,902 shares. In the Summit 13G, BlackRock disclosed that it had the sole power to vote or to direct the vote of 863,234 shares and sole dispositive power of 880,859. Blackrock's previously reported beneficially owned shares of Summit common stock included in this table were adjusted based on the exchange ratio in the Summit Merger (as defined herein). (2) Based on 14,847,927 shares outstanding as of May 7, 2024 The following table sets forth, as of May 7, 2024, the shares of common stock beneficially owned by the Company's directors and named executive officers, individually and by all directors, named executive officers and other executive officers as a group. The mailing address for each of the Company's directors and executive officers is 100 S. Fairfax Street, Alexandria, Virginia 22314. 7 Name, Position and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Percent of Class David P. Boyle (2) Chair Chief Executive Officer 18,425 * H. Charles Maddy, III (3) President Director 69,795 * Roy E. Halyama Execu

View Full Filing

View this DEF 14A filing on SEC EDGAR