--- schema_version: "secwatch.filing_event.v1" accession: "0000750686-23-000200" form_type: "8-K" ticker: "CAC" cik: "0000750686" company_name: "CAMDEN NATIONAL CORP" filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T15:12:14.018731+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Shareholders approve board declassification, annual elections, bylaw changes at annual meeting ## Summary - Declassification amendment approved: 10,275,748 for, 41,706 against (83% turnout). - Bylaw amendment to reduce amendment threshold to majority vote passed: 10,281,722 for. - Four directors elected to one-year terms: Hatfield, Merrill, Sawyer, Sterrs. - Non-binding say-on-pay approved with 10,165,963 votes for; frequency set at 1 year. - Ratification of RSM US LLP as auditor for fiscal 2023 passed with 11,975,863 for. ## SEC filing metadata - accession: 0000750686-23-000200 - form_type: 8-K - ticker: CAC - cik: 0000750686 - company_name: CAMDEN NATIONAL CORP - filed_at: 2023-05-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/cac-20230523.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000750686-23-000200 - JSON: https://secwatch.observer/filing/0000750686-23-000200.json - Plain text: https://secwatch.observer/filing/0000750686-23-000200.txt ## Key facts - Governance Changes CAMDEN NATIONAL CORP: Shareholders approved an amendment to the Articles of Incorporation to provide for annual election of directors and eliminate the classified board structure (Declassification Amendment) (effective 2023-05-23). - Change: charter amendment - Effective: 2023-05-23 source text: On May 23, 2023, shareholders approved an amendment to the Company’s Articles of Incorporation to provide for the annual election of directors to a one-year term, beginning with the 2023 Annual Meeting of Shareholders of the Company, and to eliminate the Company’s classified board structure (the “Declassification Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Governance Changes CAMDEN NATIONAL CORP: Shareholders approved an amendment to the Articles of Incorporation to permit amendments to the company's bylaws by majority vote of shareholders (Bylaws Amendment), reducing the threshold from two-thirds to a majority (effective 2023-05-23). - Change: charter amendment - Effective: 2023-05-23 source text: On May 23, 2023, shareholders approved an amendment to the Company's Articles of Incorporation to permit amendments to the Company's bylaws by majority vote of shareholders (the “Bylaws Amendment”). The Bylaws Amendment reduces the threshold for amending the Company's bylaws from two-thirds to a majority of shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Governance Changes CAMDEN NATIONAL CORP: The Board of Directors amended and restated the bylaws to conform to the declassification amendment, providing for one-year director terms and correcting non-substantive numbering errors (effective 2023-05-23). - Change: bylaw amendment - Effective: 2023-05-23 source text: On May 23, 2023, the Company’s Board of Directors amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”) (i) to conform Section 3.2 to the Declassification Amendment by providing that directors will be elected to one-year terms in accordance with the Restated Articles; and (ii) to conform Section 3.5(b) to the Declassification Amendment by providing that each director shall hold office for the terms set forth in the Restated Articles until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Shareholder Votes CAMDEN NATIONAL CORP shareholders approved Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: 5. Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023: For Against Abstain 11,975,863 101,727 13,782 The majority of votes cast at the Annual Meeting voted to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Shareholder Votes CAMDEN NATIONAL CORP shareholders approved Election of four persons to the Board of Directors, each to serve a one year term and until each such director's successor is elected and qualified at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: 2. Election of four persons to the Board of Directors, each to serve a one year term and until each such director's successor is elected and qualified: For Against Abstain Broker Non-Vote Rebecca K. Hatfield 10,256,659 65,511 13,882 1,755,320 Robert D. Merrill 10,193,277 121,720 21,055 1,755,320 Robin A. Sawyer, CPA 10,171,702 149,293 15,057 1,755,320 Lawrence J. Sterrs 10,074,436 239,311 22,305 1,755,320 The majority of votes cast at the Annual Meeting voted to elect the four named persons above to the Board of Directors for a term of one year. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Shareholder Votes CAMDEN NATIONAL CORP shareholders approved Non-binding advisory vote on the frequency of future "Say-on-Pay" votes at the 2023-05-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-23 source text: 4. Non-binding advisory vote on the frequency of future "Say-on-Pay" votes: 1 Year 2 Years 3 Years Abstain Broker Non-Vote 9,651,021 15,834 665,959 3,238 1,755,320 Shareholders voted to approve, on an advisory basis, a frequency of "1 Year" for future "Say on-Pay" votes. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Shareholder Votes CAMDEN NATIONAL CORP shareholders approved Amendment to the Company's Articles of Incorporation to provide for the annual election of directors and to eliminate the classified board structure at the 2023-05-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-23 source text: 1a. Amendment to the Company's Articles of Incorporation to provide for the annual election of directors and to eliminate the classified board structure: For Against Abstain Broker Non-Vote 10,275,748 41,706 18,598 1,755,320 The majority of all votes entitled to be cast at the Annual Meeting voted to approve the amendment to the Company's Articles of Incorporation for the annual election of directors and to eliminate the classified board structure. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Shareholder Votes CAMDEN NATIONAL CORP shareholders approved Amendment to the Company's Articles of Incorporation to permit amendments to the Company's Bylaws by majority vote of shareholders at the 2023-05-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-23 source text: 1b. Amendment to the Company's Articles of Incorporation to permit amendments to the Company's Bylaws by majority vote of shareholders: For Against Abstain Broker Non-Vote 10,281,722 37,797 16,533 1,755,320 The majority of all votes entitled to be cast at the Annual Meeting voted to approve the amendment to the Company’s Articles of Incorporation to permit amendments to the Company’s Bylaws by majority vote of shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm - Shareholder Votes CAMDEN NATIONAL CORP shareholders approved Non-binding advisory vote on the compensation of the Company's named executive officers ("Say-on-Pay") at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: 3. Non-binding advisory vote on the compensation of the Company's named executive officers ("Say-on-Pay"): For Against Abstain Broker Non-Vote 10,165,963 121,691 48,398 1,755,320 The majority of votes cast at the Annual Meeting voted to approve the compensation of the Company's named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/750686/000075068623000200/0000750686-23-000200-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.