UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT pursuant
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
November 22, 2011
Bar Harbor Bankshares
(Exact Name of Registrant as Specified in Its Charter)
Maine
(State or Other Jurisdiction of Incorporation)
001-13349
01-0393663
(Commission File Number) (IRS Employer Identification No.)
P.O. Box 400
82 Main Street, Bar Harbor, ME 04609-0400
(Address of Principal Executive Offices) (Zip Code)
(207) 288-3314
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (
see
General Instruction A.2. below):
___ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Page 1
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Item 9.01
Financial Statements and Exhibits
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Page 3
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Signatures
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Page 3
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Exhibit Index
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Page 4
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPROATION OR BYLAWS; CHANGE IN
FISCAL YEAR
The Board of Directors of Bar Harbor Bankshares (the "Company") approved an
amendment and restatement of the Bylaws of the Company on November 22, 2011, subject to
approval by the Maine Bureau of Financial Institutions. The Companys Amended and
Restated Bylaws will become effective ten (10) days after receipt by Superintendent of the
Maine Bureau of Financial Institutions, unless the Superintendent indicates otherwise to
the Company. The Companys Bylaws were amended and restated in their entirety and the
reader should refer to the Bylaws filed with this report for a complete understanding of
all changes made to the Companys Bylaws. A summary of what we believe are the most
substantive amendments to the Bylaws is set forth below:
Stockholder Proposal Deadlines
: Article II, Sections 3.2, of the Companys
newly adopted Bylaws now provide in part, that for nominations or other business to be
properly brought before an Annual Meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Clerk of the Corporation. To be timely, a
shareholders notice shall be delivered to the Clerk at the principal executive
offices of the Corporation not later than the close of business of the 120th day nor
earlier than the close of business on the 150
th
day prior to the first
anniversary of the preceding years Annual Meeting. The shareholders notice
shall set forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended; (b) as to any other business that
the shareholder proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such business at the
meeting, any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made, and the names and addresses of other
shareholders known by the shareholder proposing such business to support such proposal,
and the class and number of shares of the Corporations capital stock beneficially
owned by such other shareholders; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as they appear on the
Corporations books, and of such beneficial owner, and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
Our Bylaws previously required that in order for business to be properly brought before
an Annual Meeting by a shareholder of record, such shareholder was to give timely notice
and must be present at the Annual Meeting at which the matter is to be considered, either
in person or through a representative. Notice by a stockholder proposing a matter for
consideration at an Annual Meeting was to be delivered to, or mailed to and received by,
the Company at its principal executive offices not less than 120 days prior to the
anniversary date of the immediately preceding Annual Meeting or the date on which the next
Annual Meeting is scheduled to occur (provid
ed that
notice of such date has been provided to stockholders or has been publicly announced),
whichever date is later.
1
Bifurcated Record Dates Authorized
. Article II, Section 2 of our newly adopted
Bylaws provides in part that the record date for a shareholders meeting fixed by or
in the manner provided by the bylaws or by the Board of Directors, is the record date for
determining shareholders entitled to both notice of and to vote at the shareholders
meeting, unless in the case of a record date fixed by the Board of Directors, the Board,
at the time it fixes the record date for shareholders entitled to notice of the meeting,
fixes a later record date on or before the date of the meeting to determine the
shareholders entitled to vote at the meeting. The use of bifurcated record dates was
recently authorized under changes made to the Maine Business Corporations Act in 2011.
Our prior Bylaws provided that for
purpose of
determining shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof or entitled to receive payment or a dividend or
other distribution or in order to make a determination of shareholders for any other
purpose, the Board of Directors was to fix in advance a record date for any such
determination of stockholders, which date could not in any case be more than sixty (60)
days, and not less than ten (10) days, prior to the date designated for the meeting or the
payment of the dividend or distribution.
Maximum Director Age
. Article V, Section 3 of our newly adopted Bylaws provides
that Directors will not be nominated for election or re-election to the Board after their
72nd birthday, provided that the full Board may nominate candidates over 72 years of age
for election or re-election to the Board for a single annual term for special
circumstances as determined by the Board for the benefit of the shareholders.
Our prior Bylaws provided that the maximum age of a director shall be seventy-five
years (75) for directors born prior to 1932 and shall be seventy (70) years for directors
born in 1932 or later. Our prior bylaws further provided that no person shall stand for
election or re-election to the Board of Directors for a term during which the age of such
person would exceed the maximum age provisions.
Vice Chair of the Board of Directors
. Article VIII, Section 6 of the Companys
newly adopted Bylaws provides that the Board of Directors may appoint a Vice Chair of the
Board of Directors who shall, when present, perform the functions of the Chair in his or
her absence.
Our prior Bylaws did not expressly address the position of Vice Chair and the Board
believes that is in the best interest of the Corporation and the shareholders to have the
flexibility to fill this position, but not the requirement to do so.
Director Vacancies
. Article V, Section 4 of our newly adopted bylaws provides in
part, that any vacancy in the Board of Directors, including newly created directorships
created by increase in the numbers of directors, may be filled by a majority vote of the
shareholders or of the remaining directors then in office. Our prior Bylaws provided only
that vacancies occurring in the Board may be filled by a vote of a majority of the
remaining directors at any meeting of the Board.
Additional Officers.
Article VIII, Section 3 of our newly adopted Bylaws provides
in part that the Board of Directors may appoint other officers and agents who shall hold
their offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board. This new provision is broader than our
prior Bylaw provision by allowing our Board more flexibility to create additional officer
positions beyond those expressly identified in the Bylaws.
2
The foregoing summary description of the amendments to the Companys Bylaws is
qualified in its entirety by reference to the full text of the amended and restated
Bylaws, as adopted by the Board on November 22, 2011, a copy of which is attached as
Exhibit 3.2 and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No.
Description
3.2
Bylaws of Bar Harbor Bankshares, as amended and restated on November 22, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:
November 29, 2011
BAR HARBOR BANKSHARES
/s/ Joseph M. Murphy
Joseph M. Murphy
President and Chief Executive Officer
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EXHIBIT INDEX
3.2 Bylaws of Bar Harbor Bankshares, as amended and restated on
November 22, 2011.
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