Summary of ENTERPRISE FINANCIAL SERVICES CORP

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2012, the stockholders of Enterprise Financial Services Corp (the "Company"), upon recommendation of the Board of Directors, approved the Company's Annual Incentive Plan (the "Annual Incentive Plan"). The Annual Incentive Plan provides annual cash awards of performance-based compensation to key employees.

A summary of the material features of the Annual Incentive Plan is set forth in the Company's definitive Proxy Statement dated April 24, 2012 (the "Proxy Statement") under the caption "APPROVAL OF THE ANNUAL INCENTIVE PLAN - (Proposal
E)," which description is incorporated herein by reference. A copy of the Annual Incentive Plan can be found in Appendix B to the Proxy Statement and is incorporated herein by reference. The summary of the Annual Incentive Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Annual Incentive Plan.

In addition, on June 4, 2012, the stockholders of the Company approved an amendment to the Company's Stock Plan for Non-Management Directors, increasing the number of shares of the Company's common stock available for issuance under such plan by 100,000 shares, to a total of 200,000 shares.

A summary of the material features of the Stock Plan for Non-Management Directors is set forth in the Proxy Statement under the caption "APPROVAL OF AMENDMENT OF THE STOCK PLAN FOR NON-MANAGEMENT DIRECTORS - (Proposal D)," which description is incorporated herein by reference. A copy of the Stock Plan for Non-Management Directors can be found in Appendix A to the Proxy Statement and is incorporated herein by reference. The summary of the Stock Plan for Non-Management Directors contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Stock Plan for Non-Management Directors.

Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of the Company was held on June 4, 2012. The following proposals were submitted by the Board of Directors to a vote of the Company's stockholders and the final results of the voting on each proposal is noted below. Proxies were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. There was no solicitation in opposition to management's nominees or proposals.

All nominees for Directors were elected with the following votes cast:

                            ELECTION OF DIRECTORS*

                        For     Withheld Broker Non-Votes
Peter F. Benoist     11,897,982 163,924     2,664,339
Michael A. DeCola    11,929,754 132,152     2,664,339
William H. Downey    11,898,982 162,924     2,664,339
John S. Eulich       11,558,448 503,458     2,664,339
Robert E. Guest, Jr. 11,509,201 552,705     2,664,339
Judith S. Heeter     11,930,206 131,700     2,664,339
Lewis A. Levey       11,463,426 598,480     2,664,339
Birch M. Mullins     11,868,625 193,281     2,664,339
James J. Murphy, Jr. 11,900,504 161,402     2,664,339
Brenda D. Newberry   11,549,568 512,338     2,664,339
John M. Tracy        11,948,004 113,902     2,664,339

Sandra A. Van Trease 11,464,850 597,056 2,664,339

*Vote tally for Directors is reported on a non-cumulative basis.

Proposal A, concerning the ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for fiscal year 2012 was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 14,178,105 545,019 3,121 -

Proposal B, an advisory (non-binding) vote on the Company's executive compensation was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 11,847,894 191,667 22,345 2,664,339

The Company is obligated to submit its executive compensation to such advisory vote on an annual basis pursuant to the rules governing the Company's participation in the Capital Purchase Program administered by the U.S. Department of the Treasury, therefore, the Company did not conduct a vote on the frequency of such shareholder advisory votes as would otherwise be required by
Section 14A(a)(2) of the Securities Exchange Act of 1934.

Proposal C, concerning the ratification of the performance measures in the Company's 2002 Stock Incentive Plan was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 11,723,728 318,597 19,581 2,664,339

Proposal D, concerning the amendment to the Company's Stock Plan for Non-Management Directors was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 11,724,996 287,253 49,657 2,664,339

Proposal E, concerning the approval of the Company's Annual Incentive Plan was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 11,690,863 349,839 21,204 2,664,339

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description

10.1            Annual Incentive Plan (incorporated by reference to Appendix B to
                the Company's Proxy Statement filed on April 23, 2012).*


10.2            Stock Plan for Non-Management Directors (incorporated by
                reference to Appendix A to the Company's Proxy Statement filed on
                April 23, 2012).*


99.1            Description of the Annual Incentive Plan (incorporated by
                reference to pages 32 and 33 of the Company's Proxy Statement
                filed on April 23, 2012).


99.2            Description of the Stock Plan for Non-Management Directors
                (incorporated by reference to pages 30 and 31 of the Company's
                Proxy Statement filed on April 23, 2012).

* Represents management contract or compensatory plan or arrangement.