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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): February 25, 2025
Camden National Corporation
(Exact name of registrant as specified in its charter)

Maine
001-13227
01-0413282
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Two Elm Street
Camden
Maine
04843
                 (Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (207) 236-8821


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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueCACThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. o





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

On February 25, 2025, the Board of Directors of Camden National Corporation (the “Company”) increased the size of the Company’s Board of Directors (the “Board”) to 12 members and elected Ms. Raina Maxwell to fill the vacancy created upon the increase in the size of the Board, in each case, effective February 25, 2025. Ms. Maxwell will stand for reelection at the Company’s 2025 Annual Meeting of Shareholders. Ms. Maxwell was also elected by the Board of Directors of the Company’s subsidiary, Camden National Bank (the “Bank”), to serve on the Bank’s Board of Directors, and will serve on the Credit Committee of the Bank’s Board of Directors.

In connection with her service as a director, Ms. Maxwell will receive the Company’s standard non-employee director cash compensation. Specifically, Ms. Maxwell will receive a prorated portion of the annual cash retainer for her service on the Board equal to $41,250 and an additional prorated portion of the annual cash retainer for being a member of the Bank's Credit Committee equal to $2,292. Ms. Maxwell will also receive a prorated portion of the 2024 annual independent director equity award grant equaling $11,667.

Ms. Maxwell has no family relationship with any director or executive officer of the Company and there are no understandings or arrangements between Ms. Maxwell and any other person pursuant to which Ms. Maxwell was selected as a director of the Company. Ms. Maxwell has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

Please refer to exhibit 99.1 filed with this report for the Company’s press release announcing the appointment of Ms. Maxwell as a director of the Company and the Bank.

Item 9.01
Financial Statements and Exhibits.

(d) The following exhibits are filed with this Report:
 
Exhibit No.Description
101Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document.
104Cover Page Interactive Data File - Included in Exhibit 101.


 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

Dated: February 26, 2025
 
 CAMDEN NATIONAL CORPORATION
(Registrant)
  
  
By: /s/ MICHAEL R. ARCHER
  Michael R. Archer
Chief Financial Officer and Principal Financial & Accounting Officer
 



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FOR IMMEDIATE RELEASE

Media Inquiries:
Renée Smyth
Chief Experience and Marketing Officer
(207) 518-5607
rsmyth@CamdenNational.bank

Camden National Corp. Appoints Raina Maxwell to Board of Directors

Board welcomes customer experience and financial leader to drive innovation and growth

Camden, ME, February 26, 2025—Camden National Corporation (“Camden National”) (NASDAQ: CAC), the bank holding company for Camden National Bank, today announced Raina L. Maxwell's appointment to both Camden National Corporation’s and Camden National Bank’s Board of Directors, effective February 25, 2025. Ms. Maxwell has also been appointed to the Camden National Credit Committee.

“We’re delighted to continue to make strategic additions and enhancements to our Board,” said Larry Sterrs, chair of Camden National’s Board of Directors. “Raina's extensive experience and dedication to delivering exceptional customer satisfaction, complimented by her strong financial expertise, will play a vital role in guiding our efforts to solidify our position as the premier publicly traded bank in Northern New England.”

Ms. Maxwell brings over 13 years of experience in strategically building and leading L.L.Bean, Inc.’s award-winning customer satisfaction program. She started her career at L.L.Bean in 2004 in the finance area, where she spent several years overseeing the planning, development, and execution of corporate long-term strategic financial initiatives. Prior to L.L.Bean, Ms. Maxwell held several financial roles at Standard & Poor’s Corporate Value Consulting, formerly PricewaterhouseCoopers LLP, and Carana Corporation.

“It’s truly an honor to join a company that prioritizes its people, embraces technology, and, most importantly, deeply understands its community,” said Raina Maxwell. “Camden National Bank aligns with my passion for fostering long-term growth through innovation and exceptional customer service, both in digital interactions and personal, face-to-face experiences.”

Ms. Maxwell graduated from Leadership Maine, earned her master’s degree in business administration from the University of Virginia, and her Bachelor of Arts degree in economics and international affairs from the University of New Hampshire.

About Camden National Corporation

Camden National Corporation (NASDAQ: CAC) is Northern New England's largest publicly traded bank holding company, with approximately $7.0 billion in assets. Founded in 1875, Camden National Bank has 73 branches in Maine and New Hampshire, is a full-service community bank offering the latest digital banking, complemented by award-winning, personalized service. Additional information is available at CamdenNational.bank.* Member FDIC. Equal Housing Lender.


Comprehensive wealth management, investment, and financial planning services are delivered by Camden National Wealth Management.

* Total assets and branch data reflect the completion on January 2, 2025, of Camden National Corporation's previously announced merger with Northway Financial, Inc.

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