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Section 1: 8-K

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):  May 30, 2019
 


Esquire Financial Holdings, Inc.
(Exact name of the registrant as specified in its charter)



Maryland
001-38131
27-5107901
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)

100 Jericho Quadrangle, Suite 100
   
Jericho, New York
 
11753
(Address of principal executive offices)
 
(Zip Code)

(516) 535-2002
(Registrant’s telephone number)

N/A
(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-4c)

Securities registered pursuant to Section 12(b) of the Act:

 
 
 
 
 
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
ESQ
 
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On May 30, 2019, the stockholders of Esquire Financial Holdings, Inc. (the “Company”) approved the Company’s 2019 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Esquire Bank. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 18, 2019. The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.

Item 5.07              Submission of Matters to a Vote of Securities Holders

The Annual Meeting of Stockholders of the Company was held on May 30, 2019.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement.  Of the 7,532,723 shares outstanding and entitled to vote, 6,354,609 shares were present at the meeting in person or by proxy.  The final results of the stockholders’ vote are as follows:

1.       Election of directors:

   
For
 
Withheld
 
Broker Non-Votes
 
               
Selig Zises
 
4,588,032
 
1,236,714
 
529,863
 
               
Todd Deutsch
 
4,589,440
 
1,235,306
 
529,863
 


2.       The approval of the Esquire Financial Holdings, Inc. 2019 Equity Incentive Plan:

 
For
 
Against
 
Abstain
 
Broker Non-votes
               
 
5,588,247
 
234,299
 
2,200
 
529,863


3.       The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019:

 
For
 
Against
 
Abstain
 
Broker Non-votes
               
 
6,309,834
 
31,772
 
13,003
 


Item 9.01              Financial Statements and Exhibits

(a)
No financial statements of businesses acquired are required.
(b)
No pro forma financial information is required.
(c)
Not Applicable.
(d)
Exhibits.
 
10.1
Esquire Financial Holdings, Inc. 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 18, 2019 (File No. 001-38131))
 



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.


 
ESQUIRE FINANCIAL HOLDINGS, INC.
   
   
   
Dated:  May 30, 2019
By:        /s/ Andrew C. Sagliocca
 
Andrew C. Sagliocca
 
President and Chief Executive Officer









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