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EFSC > SEC Filings for EFSC > Form 8-K on 9-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matte

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

On May 8, 2013, the stockholders of Enterprise Financial Services Corp (the "Company"), upon recommendation of the Board of Directors, approved the Company's 2013 Stock Incentive Plan (the "Plan"). The Plan provides favorable opportunities for officers and other key employees of the Company and its subsidiaries to acquire shares of common stock of the Company or to benefit from the appreciation thereof.
A summary of the material features of the Plan is set forth in the Company's definitive Proxy Statement dated March 26, 2013 (the "Proxy Statement") under the caption "APPROVAL OF THE 2013 STOCK INCENTIVE PLAN - (Proposal D)," which description is incorporated herein by reference. A copy of the Plan can be found in Appendix A to the Proxy Statement and is incorporated herein by reference. The summary of the Plan contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of the Company was held on May 8, 2013. 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     11,533,923 127,495     2,377,967
Michael A. DeCola    11,542,672 118,746     2,377,967
William H. Downey    11,542,479 118,939     2,377,967
John S. Eulich       11,542,672 118,746     2,377,967
Robert E. Guest, Jr. 11,542,979 118,439     2,377,967
Judith S. Heeter     11,576,224  85,194     2,377,967
Lewis A. Levey       11,520,126 141,292     2,377,967
Birch M. Mullins     11,531,115 130,303     2,377,967
James J. Murphy, Jr. 11,525,979 135,439     2,377,967
Brenda D. Newberry   11,518,060 143,358     2,377,967
John M. Tracy        11,542,672 118,746     2,377,967

Sandra A. Van Trease 11,461,145 200,273 2,377,967

*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 2013 was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 13,793,539 213,746 32,100 -

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 11,511,907 126,683 22,828 2,377,967

Proposal C, an advisory (non-binding) vote on the frequency of the advisory vote on executive compensation, had the following votes cast by the stockholders:

1 Year 2 Years 3 Years Abstain
10,754,635 63,890 750,910 91,983

In light of the voting results with respect to this proposal, the Company has decided to hold a shareholder advisory vote every year to approve the compensation of the Company's named executive officers until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting in 2019.

Proposal D, concerning the approval of the Company's 2013 Stock Incentive Plan was approved by the stockholders with the following votes cast:

For Against Abstain Broker Non-Votes 11,312,428 328,785 20,205 2,377,967

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description

10.1            2013 Stock Incentive Plan (incorporated by reference to Appendix
                A to the Company's Proxy Statement filed on March 26, 2013).*

99.1            Description of the 2013 Stock Incentive Plan (incorporated by
                reference to pages 27-31 of the Company's Proxy Statement filed
                on March 26, 2013).

* Represents management contract or compensatory plan or arrangement.

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