33 unchanged sentences
EQUITY COMPENSATION PLAN INFORMATION
−Removed: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (c)
+Added: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders 721,571 $ 46.12 894,007
5 unchanged sentences
• 222,032 shares of common stock to be issued upon exercise of outstanding non-qualified stock options;
−Removed: • 22,300 shares of common stock to be issued upon deferral release of common stock under the 2018 Stock Incentive Plan and the Non-Management Director Stock Plan.
+Added: • 19,969 shares of common stock to be issued upon deferral release of common stock under the Non-Management Director Stock Plan.
(b) Includes the following:
7 unchanged sentences
The information required by this item is incorporated herein by reference to the Related Person Transactions section of the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2022.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the Fees Paid to Independent Registered Public Accounting Firm section of the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2022.
4 unchanged sentences
Consolidated Balance Sheets at December 31, 2022 and 2021
−Removed: Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019
+Added: Consolidated Statements of Income for the years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020
4 unchanged sentences
All financial statement schedules have been omitted, as they are either inapplicable or included in the Notes to Consolidated Financial Statements.
−Removed: 2.1 Agreement and Plan of Merger, among Enterprise Financial Services Corp, Enterprise Bank & Trust, Trinity Capital Corporation and Los Alamos National Bank, dated November 1, 2018 (incorporated herein by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on November 2, 2018 (File No.
2.1 Agreement and Plan of Merger, dated August 20, 2020 by and among Enterprise Financial Services Corp, Enterprise Bank & Trust, Seacoast Commerce Banc Holdings and Seacoast Commerce Bank (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 21, 2020 (File No.
7 unchanged sentences
3.7 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.8 to Registrant’s Quarterly Report on Form 10-Q filed on July 26, 2019 (File No.
−Removed: 3.8 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Appendix C to Registrant’s Registration Statement on Form S- 4/A filed on J une 2 , 20 21 (File No.
+Added: 3.8 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Appendix C to Registrant’s Registration Statement on Form S-4/A filed on June 2, 2021 (File No.
333-256265)).
3.9 Certificate of Designations of Registrant for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated December 17, 2008 (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on December 23, 2008 (File No.
−Removed: 3.10 Certificate of Elimination of Registrant ’ s Certificate of Designation, Preferences, and Rights of the Fixed Rate Cumu lative Perpetual Preferred Stock, Series A , dated Nove mber 9 , 2021 (inco rporated herein by referen ce to Exhibit 3.1 to Registra nt ’ s Current Report on Form 8-K fil ed on November 9, 2021 (File No.
+Added: 3.10 Certificate of Elimination of Registrant’s Certificate of Designation, Preferences, and Rights of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated November 9, 2021 (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on November 9, 2021 (File No.
3.11 Certificate of Designation of Registrant of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, dated November 16, 2021 (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on November 17, 2021 (File No.
3.12 Amended and Restated Bylaws of Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on June 12, 2015 (File No.
−Removed: 4.1+ Description of Registrant’s Securities .
+Added: 4.1+ Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to Registrant's Report on Form 10-K filed on February 25, 2022 (File No.
4.2 Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.
6 unchanged sentences
001-15373)), and amended by that Second Amendment to Executive Employment Agreement dated as of October 29, 2015 (incorporated by reference to Exhibit 10.1.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ending September 30, 2015 (File No.
−Removed: 10.1.3* Restricted Stock Unit Agreement dated as of December 7, 2018 by and between Registrant and Keene S.
−Removed: Turner (incorporated herein by reference to Exhibit 10.1.15 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.
10.1.3* Executive Employment Agreement dated effective January 1, 2005 by and between Enterprise Financial Services Corp and Scott R.
9 unchanged sentences
001-15373), and as amended on Schedule 14A filed on April 17, 2019 (File No.
−Removed: 10.1.10* Enterprise Financial Services Corp, Annual Incentive Plan (incorporated herein by reference to Appendix C to Registrant's Proxy Statement on Schedule 14A, filed on March 7, 2006 and as amended on Schedule 14A filed on April 23, 2012 (File No.
−Removed: 10.1.11* Enterprise Financial Services Corp.
−Removed: Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Appendix A to Registrant’s Proxy Statement on Schedule 14A, filed on March 14, 2018 (File No.
−Removed: 10.1.12* Enterprise Financial Services Corp.
−Removed: 2018 Employee Stock Purchase Plan (incorporated herein by reference to Appendix B to Registrant’s Proxy Statement on Schedule 14A, filed on March 14, 2018 (File No.
+Added: 10.1.9*+ Enterprise Financial Services Corp 2023 Annual Incentive Plan.
+Added: 10.1.10* Enterprise Financial Services Corp Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Appendix A to Registrant’s Proxy Statement on Schedule 14A, filed on March 14, 2018 (File No.
+Added: 10.1.11* Enterprise Financial Services Corp 2018 Employee Stock Purchase Plan (incorporated herein by reference to Appendix B to Registrant’s Proxy Statement on Schedule 14A, filed on March 14, 2018 (File No.
10.1.12* Form of Enterprise Financial Services Corp LTIP Grant Agreement, pursuant to Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No.
−Removed: 10.1.14* Form of Enterprise Financial Services Corp Stock Option Award Agreement, pursuant to Amended and Restated 2018 Stock Incentive Plan ( incorporated here in by reference to Exhibit 10.1.14 to R egistra nt ’ s Annual Report on Form 10-K filed on February 19, 2021 (File No.
−Removed: 001-15373) ).
−Removed: 10.1.15* Enterprise Financial Services Corp.
−Removed: Amendment to the Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Appendix A to Registrant’s Proxy Statement on Schedule 14A, filed on March 17, 2021 (File No.
−Removed: 10.2 Form of Voting Agreements, dated November 1, 2018, between Enterprise Financial Services Corp and shareholders of Trinity Capital Corporation (incorporated herein by reference to Exhibit A to
−Removed: Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on November 2, 2018 (File No.
−Removed: 10.3 Loan Agreement dated February 24, 2016 between US Bank National Association and Registrant (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-K for the year ended December 31, 2015 (File No.
−Removed: 001-15373)), amended by the First Amendment to Loan Agreement dated as of February 23, 2017 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Report on Form 10-K for the year ended December 31, 2016 (File No.
−Removed: 001-15373)), amended by the Second Amendment to Loan agreement dated as of February 23, 2018 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Report on Form 10-K for the year ended December 31, 2017 (File No.
−Removed: 001-15373)), amended by the Third Amendment to Loan agreement dated as of February 22, 2019 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-K for the year ended December 31, 2018 (File No.
−Removed: 001-15373) ), amended by the Fourth Amendment to Loan agreement dated as of February 22, 2020, (incorporated herein by reference to Exhibit 10.3 to Registrant's Annual Report on Form 10-K filed on February 22, 2020 (File No.
−Removed: 001-15373)) , amended by the Fifth Amendment to Loan Agreement dated as of February 22, 2021, and amended by the Sixth Amendment to Loan Agreement dated as of February 22, 2022, (filed herewith).
+Added: 10.1.13* Form of Enterprise Financial Services Corp Stock Option Award Agreement, pursuant to Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1.14 to Registrant’s Annual Report on Form 10-K filed on February 19, 2021 (File No.
+Added: 10.1.14* Enterprise Financial Services Corp Amendment to the Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Appendix A to Registrant’s Proxy Statement on Schedule 14A, filed on March 17, 2021 (File No.
21.1+ Subsidiaries of Registrant.
−Removed: 23.1+ Co nsent of Deloitte & Touche LLP.
+Added: 23.1+ Consent of Deloitte & Touche LLP.
24.1+ Power of Attorney.
7 unchanged sentences
(i) Consolidated Balance Sheet at December 31, 2022 and December 31, 2021;
−Removed: (ii) Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019;
+Added: (ii) Consolidated Statements of Income for the years ended December 31, 2022, 2021, and 2020;
(iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020;
5 unchanged sentences
+ Filed herewith
−Removed: In accordance with Item 601(b)(4)(iii) of Regulation S-K, Registrant hereby agrees to furnish to the SEC, upon its request, a copy of any instrument that defines the rights of holders of each issue of long-term debt of Registrant and its consolidated subsidiaries for which consolidated and unconsolidated financial statements are required to be filed and that authorizes a total amount of securities not in excess of ten percent of the total assets of the Registrant on a consolidated basis.
(b) The exhibits not incorporated by reference herein are filed herewith.
12 unchanged sentences
Eulich Chairman of the Board of Directors
+Added: Andrich Director
/s/ Michael A.
2 unchanged sentences
Havel Director
−Removed: /s/ Judith S.
−Removed: Heeter Director
/s/ Michael R.
2 unchanged sentences
Kent, IV Director
+Added: /s/ Marcela Manjarrez*
+Added: Marcela Manjarrez Director
+Added: /s/ Stephen P.
+Added: Marsh Director
+Added: /s/ Daniel A.
+Added: Rodrigues Director
/s/ Richard M.
Sanborn Director
−Removed: /s/ Anthony R.
−Removed: Scavuzzo Director
/s/ Eloise E.
2 unchanged sentences
Van Trease Director
+Added: Young Director
Attorney-In-Fact
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.