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
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Date of Report (Date of earliest event reported): April 25, 2025 |
First Business Financial Services, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Wisconsin |
001-34095 |
39-1576570 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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401 Charmany Drive |
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Madison, Wisconsin |
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53719 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 608 238-8008 |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.01 par value |
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FBIZ |
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The 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. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective April 25, 2025, the Board of Directors (the “Board”) of First Business Financial Services, Inc. (the “Company”) approved certain amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) in light of the Company’s current leadership structure. The Board amended the By-Laws to:
•Provide that the Company’s Chief Executive Officer, as opposed to the President, shall have the authority to (i) call special meetings of shareholders under Section 2.02; (ii) give notice of shareholder meetings under Section 2.04; (iii) call special meetings of the Board and fix the place of such meetings under Section 3.05; and (iv) sign certificates representing shares of the Company’s stock under Section 6.01;
•Revise Section 2.08 to provide that the chairperson of shareholder meetings shall be, in the absence of the Chairperson of the Board, an independent director appointed by the Chairperson of the Board, or in the absence of such an appointment, the Chief Executive Officer;
•Amend Section 3.09 to provide that the chairperson of Board meetings shall be, in the absence of the Chairperson of the Board, an independent director appointed by the Chairperson of the Board, or in the absence of such an appointment, any independent director chosen by the directors present at the meeting; and
•Provide for certain other ancillary and conforming amendments.
The preceding summary of the amendments to the By-Laws is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the By-Laws attached hereto as Exhibits 3.1 (clean) and 3.2 (marked) to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2025, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect one Class III director nominee to hold office until the 2028 annual meeting of Shareholders and until his successor is duly elected and qualified; (2) approve in a non-binding advisory vote, the compensation of the Company’s named executive officers; (3) approve in a non-binding advisory vote, the frequency with which shareholders will vote on the compensation of the Company's named executive officers; and (4) ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
Of the aggregate 8,293,928 shares of the Company’s common stock issued and outstanding as of the close of business on the record date, February 18, 2025, 6,609,662 shares or 80% were represented in person or by proxy at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders voted as follows:
(1)Election of the below-named nominee to the Board:
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
W. Kent Lorenz |
5,630,551 |
92,109 |
887,002 |
The nominee listed above was elected by a plurality to serve on the Board. Further, the nominee received in excess of 98% of the shares voted in favor of his election.
(2)Approval in a non-binding, advisory vote, of the compensation of the Company’s named executive officers.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
5,547,083 |
38,358 |
137,218 |
887,002 |
This matter was approved by shareholders with 97% of shares voted cast in favor of the proposal.
(3)Approval in a non-binding, advisory vote, the frequency with which shareholders will vote on the compensation of the Company's named executive officers.
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1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
4,861,833 |
83,091 |
641,582 |
136,154 |
887,002 |
This matter was approved by shareholders with 85% of shares voted cast in favor of the proposal.
(4)Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
6,507,916 |
77,219 |
24,527 |
0 |
This matter was approved by shareholders with 98% of shares voted cast in favor of the proposal.
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.
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May 1, 2025 |
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FIRST BUSINESS FINANCIAL SERVICES, INC. |
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By: |
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/s/ Brian D. Spielmann |
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Name: |
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Brian D. Spielmann |
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Title: |
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Chief Financial Officer |