false000196433312/3100019643332024-07-152024-07-15

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

July 15, 2024
Date of Report (date of earliest event reported)
___________________________________
Burke & Herbert Financial Services Corp.
(Exact name of registrant as specified in its charter)
___________________________________

Virginia
(State or other jurisdiction of
incorporation or organization)
001-41633
(Commission File Number)
92-0289417
(I.R.S. Employer Identification Number)
100 S. Fairfax Street
Alexandria, VA 22314
(Address of principal executive offices and zip code)
(703) 666-3555
(Registrant's telephone number, including area code)
___________________________________
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:

☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.50BHRBThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As further described under Item 5.07 of this Form 8-K, at the annual meeting of shareholders (the “Annual Meeting”) Burke & Herbert Financial Services Corp. (the “Company”), and upon the recommendation of the Company’s board of directors (the “Board”), the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 20,000,000 to 40,000,000 shares. The Board previously declared the proposal to be in the best interests of the Company and its shareholders at the Board’s meeting of March 28, 2024 and approved the amendment to the Articles of Incorporation, subject to shareholder approval.

The amendment to the Articles of Incorporation is described in detail under “Proposal No. 3: Amendment to the Company’s Articles of Incorporation to Increase the Shares of Common Stock Authorized for Issuance” beginning on page 33 of the Company’s Definitive Proxy Statement in connection with the Annual Meeting, filed with the SEC on May 29, 2024, (the “Proxy Statement”) and is incorporated herein by reference.

Following shareholder approval, the Company filed the amendment to the Articles of Incorporation with the Virginia State Corporation Commission on July 15, 2024, to be effective as of 5:00 PM Eastern Time, July 15, 2024.

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

The Company held its Annual Meeting on July 15, 2024. At the Annual Meeting, the Company’s shareholders considered and voted on the three proposals set forth below, each of which is described in greater detail in the Proxy Statement. At the close of business on May 7, 2024, the record date for the Annual Meeting, there were 14,847,927 shares of the Company’s voting common stock outstanding. At the meeting there were 11,041,872 shares of the Company’s voting common stock represented in person or by proxy, constituting a quorum.

The voting results from the Annual Meeting as to the proposals presented to the shareholders were as follows:

Proposal 1: Election of Directors. The Company’s shareholders elected sixteen directors to each serve a one-year term expiring in 2025. The voting results were as follows:

Common Stock
DirectorVotes ForVotes AgainstVotes AbstainedBroker Non Votes
Mark G. Anderson7,854,04934,03628,0613,125,726
Julian F. Barnwell, Jr.7,857,36238,56420,2213,125,725
Oscar M. Bean7,854,89944,52116,7273,125,725
Katherine D. Bonnafé7,823,77672,14920,2213,125,725
David P. Boyle7,846,51050,15619,4813,125,725
James M. Burke7,856,34138,61121,1953,125,725
James P. Geary, II7,862,43936,61717,0913,125,725
Georgette R. George7,865,36039,85110,9353,125,725
Gary L. Hinkle7,864,70641,6579,7843,125,725
S. Laing Hinson7,551,198344,72820,2213,125,725
Jason A. Kitzmiller7,859,21539,49817,4353,125,724
H. Charles Maddy, III7,779,410122,08214,6553,125,725
Shawn P. McLaughlin7,829,47966,41020,2593,125,724
Charles S. Piccirillo7,858,86238,79618,4903,125,724
Jose D. Riojas7,792,04996,22127,8763,125,725
Jill S. Upson7,828,78273,99313,3723,125,725



Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024. The voting results were as follows:

Common Stock
Votes ForVotes AgainstVotes AbstainedBroker Non Votes
11,005,87727,8058,189—


Proposal 3: Amendment to Articles of Incorporation. The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 20,000,000 to 40,000,000. The voting results were as follows:

Common Stock
Votes ForVotes AgainstVotes AbstainedBroker Non Votes
9,948,9221,025,87167,073—


Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:

Exhibit No.Description
99.1*
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of July, 2024.



Burke & Herbert Financial Services Corp.
By:
/s/ Roy E. Halyama
Name:
Roy E. Halyama
Title:
Executive Vice President, CFO

Exhibit 99.1
ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
BURKE & HERBERT FINANCIAL SERVICES CORP.

The undersigned, on behalf of the corporation set forth below, pursuant to Article 11 of the Virginia Stock Corporation Act (the “Act”), states as follows:

1.The name of the corporation is Burke & Herbert Financial Services Corp.

2.The introductory paragraph to Article III of the corporation’s Articles of Incorporation is hereby amended in its entirety to read as follows, in connection with an increase in the number of authorized Common Stock of the corporation from twenty million (20,000,000) to forty million (40,000,000) authorized shares, which increase was approved by the corporation’s Board of Directors on March 28, 2024:

The aggregate number of shares which the Corporation shall be authorized to issue is forty million (40,000,000) shares of common stock, par value $0.50 per share (“Common Stock”), and two million (2,000,000) shares of serial preferred stock, par value $1.00 per share (“Serial Preferred Stock”).

3.The Directors of the corporation, at a meeting duly held on March 28, 2024 at which a quorum was present and acting throughout, found said amendment to be in the best interests of the corporation. Pursuant to the authority granted to the Board of Directors under Section 13.1-707 of the Act, the Board of Directors adopted the foregoing amendment and directed that such amendment be put to the shareholders for their approval.

4.Pursuant to Article IX of the corporation’s Articles of Incorporation, a vote of a majority of all the votes entitled be cast by the Shareholders approved the foregoing amendments at the Burke & Herbert Financial Services Corp. annual meeting of shareholders on July 15, 2024.

a.The number of shares outstanding as of the close of business on May 7, 2024, the record date for the annual meeting, the number of votes entitled to be cast on the proposed amendment, and the number of votes cast for an against the amendment were as follows:

Designation: Common Stock
Number of shares outstanding:14,847,927
Number of votes cast:10,974,793
Number of votes for:9,948,922
Number of votes against:1,025,871


[Signature page follows]
168680544v3

    IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be executed as of this 15th day of July, 2024.




/s/ David P. Boyle
David P. Boyle
Chair and Chief Executive Officer

[Signature page to Articles of Amendment of Burke & Herbert Financial Services Corp.]

168680544v3
v3.24.2
Cover
Jul. 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 15, 2024
Entity Registrant Name Burke & Herbert Financial Services Corp.
Entity Incorporation, State or Country Code VA
Entity File Number 001-41633
Entity Tax Identification Number 92-0289417
Entity Address, Address Line One 100 S. Fairfax Street
Entity Address, City or Town Alexandria
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22314
City Area Code 703
Local Phone Number 666-3555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.50
Trading Symbol BHRB
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001964333
Current Fiscal Year End Date --12-31
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