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$AROW·8-K

ARROW FINANCIAL CORP · Jun 4, 9:01 AM ET

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ARROW FINANCIAL CORP 8-K

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Arrow Financial Corp Reports 2026 Annual Meeting Vote Results

What Happened Arrow Financial Corporation (AROW) filed an 8-K reporting the results of its 2026 Annual Meeting of Shareholders held June 3, 2026. Shareholders elected four Class A directors (three-year terms), approved on an advisory basis the company's 2025 executive compensation, and ratified Crowe LLP as the independent auditor for fiscal year 2026. As of the record date April 6, 2026 there were 16,526,628 shares outstanding; 12,946,253 shares (78.34%) were represented at the meeting, constituting a quorum.

Key Details

  • Meeting and filings: Annual Meeting held June 3, 2026; Proxy Statement filed April 23, 2026; record date April 6, 2026.
  • Director election vote totals (Class A nominees, three-year terms):
    • Mark L. Behan: For 9,476,900; Withheld 538,442; Broker Non-Votes 2,930,911
    • Gregory J. Champion: For 8,422,538; Withheld 1,592,804; Broker Non-Votes 2,930,911
    • Darrin M. Jahnel: For 9,727,222; Withheld 288,120; Broker Non-Votes 2,930,911
    • Daniel J. White: For 8,787,653; Withheld 1,227,689; Broker Non-Votes 2,930,911
  • Advisory vote on 2025 executive compensation: For 9,087,641; Against 731,910; Abstain 195,791; Broker Non-Votes 2,930,911.
  • Auditor ratification (Crowe LLP for 2026): For 12,295,674; Against 429,557; Abstain 221,022.

Why It Matters

  • Board continuity: Election of the four Class A directors determines board composition through 2029 for those seats, affecting corporate governance and strategic oversight.
  • Executive pay approval: The advisory "say-on-pay" passed, indicating shareholder support for the company's 2025 compensation practices (non-binding).
  • Audit continuity: Ratifying Crowe LLP as independent auditor confirms the firm that will review Arrow’s financial statements for fiscal 2026, which is relevant for financial reporting and investor confidence.
  • Voting context: About 78% of shares were represented and several matters show significant broker non-votes on director and compensation items, which can affect vote totals for contested or non-routine items.