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Shareholders of Enterprise Bancorp Inc. (market cap: $425 million), a Massachusetts-based commercial bank, have given their approval for a merger with Independent Bank (NASDAQ:INDB) Corp., as well as a non-binding advisory vote on executive compensation related to the merger. The decision was made during a special virtual meeting held on April 3, 2025. The announcement comes as Enterprise’s stock has declined nearly 8% over the past week, according to InvestingPro data.
The merger, first announced on December 8, 2024, involves Enterprise Bancorp Inc. merging with Independent Bank Corp., parent company of Rockland Trust Company. Shareholders voted in favor of both the merger agreement and the related executive compensation package. Enterprise brings strong fundamentals to the deal, with a 20-year track record of consecutive dividend increases and maintaining profitability over the last twelve months.
On the record date, there were 12,458,176 shares of Enterprise Bancorp’s common stock entitled to vote. A total of 9,536,814 shares were represented at the meeting, either in person or by proxy, satisfying the quorum requirement for the proceedings.
The vote results showed a clear majority in support of the merger proposal, with 9,041,293 votes for, 388,348 against, and 107,173 abstentions. Regarding the executive compensation proposal, 7,576,605 votes were in favor, 1,793,694 were against, and there were 166,514 abstentions.
The approval of the merger proposal rendered unnecessary a vote on whether to authorize the board of directors to adjourn or postpone the meeting for further solicitation of votes.
This merger is seen as a significant move within the banking sector, potentially expanding the reach and services of Independent Bank Corp. within the region. The details of the proposals and their implications were outlined in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 19, 2025. With Enterprise trading at its current Fair Value according to InvestingPro analysis, which offers 6 additional key insights and real-time financial metrics for informed investment decisions.
The information for this report is based on the latest 8-K filing by Enterprise Bancorp Inc. with the Securities and Exchange Commission.
In other recent news, Enterprise Bancorp has announced the approval of its 2025 Variable Compensation Incentive Plan for employees, including executive officers. This announcement comes as the bank prepares for its anticipated merger with Independent Bank Corp., expected to close in the second half of 2025. The incentive plan is designed to reward employees based on the bank’s performance and individual achievements, with specific metrics excluding certain expenses and non-core income. Executive Chairman George L. Duncan could receive between 45% and 67.5% of his base salary in incentives, while CEO Steven R. Larochelle’s potential incentive remains between 50% and 75%. Similar ranges are set for CFO Joseph R. Lussier and Chief Commercial Lending Officer Brian H. Bullock. Additionally, the Board of Directors approved restricted stock grants totaling 13,957 shares for named executive officers, with vesting tied to cumulative diluted earnings per share criteria. The incentive payouts are capped at 150% of the target levels and are contingent on the bank’s financial performance. If the merger completes by the end of 2025, employees are guaranteed their target payout. This development aligns executive compensation with shareholder interests and long-term performance, reflecting a trend in the financial sector.
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