Form 8-K - Current report

 

 

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): December 20, 2024

 

 

 

EVANS BANCORP, INC.

(Exact name of the registrant as specified in its charter)

 

 

 

New York	001-35021	16-1332767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

6460 Main Street
Williamsville, New York		14221
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

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, par value $0.50 per share		EVBN		NYSE American

 

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 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 20, 2024, Evans Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the close of business on the record date for the Special Meeting, there were a total of 5,541,064 shares of Company common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 4,158,715 shares of common stock were represented, therefore a quorum was present. At the Special Meeting, the Company’s shareholders voted on three proposals, as more specifically described in the proxy statement/prospectus of the Company and NBT Bancorp Inc. (“NBT”), dated November 7, 2024 (the “proxy statement/prospectus”). Set forth below are the final results of shareholder votes for all proposals.

 

Proposal 1 – Merger Proposal

 

A proposal to approve the Agreement and Plan of Merger, by and among NBT, NBT Bank, National Association, the Company, and Evans Bank, National Association, dated as of September 9, 2024, pursuant to which (i) the Company will merge with and into NBT, with NBT as the surviving entity, and (ii) Evans Bank will merge with and into NBT Bank, with NBT Bank as the surviving entity, was approved by the requisite two-thirds of all outstanding shares of the Company entitled to vote on the proposal, as indicated below:

 

For				Against				Abstain				Broker Non-Votes
	3,997,476				98,702				62,536				—

 

Proposal 2 – Compensation Proposal

 

A proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:

 

For				Against				Abstain				Broker Non-Votes
	3,846,140				225,097				87,477				—

 

Proposal 3 – Adjournment Proposal

 

A proposal to approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes at the time of the Special Meeting, or at an adjournment or postponement of the Special Meeting, to approve the merger proposal was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:

 

For				Against				Abstain				Broker Non-Votes
	3,973,881				123,434				61,399				—

 

Although the adjournment proposal was approved, the adjournment of the Special Meeting was not necessary because the Company’s shareholders approved the merger proposal.

 

Item 8.01

Other Events

 

On December 20, 2024, the Company and NBT issued a press release announcing that they had received the requisite regulatory approvals and waivers from the Office of the Comptroller of the Currency and the Federal Reserve Bank of New York necessary for NBT to complete its acquisition of the Company and Evans Bank and that the Company’s shareholders had voted to approve the merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

Forward Looking Statements

 

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about NBT and the Company and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding NBT’s or the Company’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to NBT or the Company, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

 

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of NBT and the Company may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (5) diversion of management’s attention from ongoing business operations and opportunities; (6) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate the Company’s operations and those of NBT; (7) such integration may be more difficult, time consuming or costly than expected; (8) revenues following the proposed transaction may be lower than expected; (9) NBT’s and the Company’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (10) the dilution caused by NBT’s issuance of additional shares of its capital stock in connection with the proposed transaction; (11) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (12) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in NBT’s and the Company’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2023 and in subsequent filings with the Securities and Exchange Commission.

 

Forward-looking statements speak only as of the date they are made. NBT and the Company do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit No.		Description
99		Press release dated December 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

	Evans Bancorp, Inc.
December 20, 2024	By:	/s/ David J. Nasca
		Name: David J. Nasca
		Title: President and Chief Executive Officer

 

Exhibit 99

 

 

FOR IMMEDIATE RELEASE

 

NBT Bancorp Inc. Receives Regulatory Approval,
Evans Bancorp, Inc. Shareholders Approve Merger

 

NORWICH, NY AND WILLIAMSVILLE, NY (December 20, 2024) – NBT Bancorp Inc. (“NBT”) (NASDAQ: NBTB) announced that it has received regulatory approval to complete the proposed merger (the “Merger”) of Evans Bancorp, Inc. (“Evans”) (NYSE American: EVBN) with and into NBT and Evans Bank, N.A. (“Evans Bank”) with and into NBT Bank, N.A. (“NBT Bank”). The Office of the Comptroller of the Currency approved the merger of Evans Bank with and into NBT Bank, and NBT received a waiver from the Federal Reserve Bank of New York for any application with respect to the merger of Evans with and into NBT.

 

On December 20, 2024, the shareholders of Evans voted to approve the Merger. Evans reported over 75% of the issued and outstanding shares of Evans were represented at a special shareholder meeting and over 96% of the votes cast were voted to approve the Merger.

 

“We are pleased that we have received the necessary regulatory approvals to proceed with the Merger and that Evans shareholders have demonstrated strong support for the partnership that will bring NBT and Evans together,” said NBT President and CEO Scott A. Kingsley. “Team members from NBT and Evans have been working closely to plan for a smooth transition in the second quarter of 2025, and we look forward to continuing to build on the relationships Evans has established with their customers, communities and shareholders as we extend NBT’s footprint in Upstate New York into the attractive Buffalo and Rochester markets.”

 

“These approvals are important milestones in the merger process, and we are grateful that Evans shareholders have so positively endorsed this strategic partnership,” said David J. Nasca, Evans President and Chief Executive Officer. “Joining the NBT family will benefit our customers and communities as they will continue to be served by a combined organization that upholds our shared culture and values, maintains our relationship-focused approach, and offers an elevated suite of financial products and services.”

 

On September 9, 2024, NBT, Evans, NBT Bank and Evans Bank entered into an Agreement and Plan of Merger pursuant to which Evans will merge with and into NBT in an all-stock transaction, and immediately after, Evans Bank will merge with and into NBT Bank. This Merger will bring together two highly respected banking companies and extend NBT’s growing footprint into Western New York. The Merger is expected to close in the second quarter of 2025 in conjunction with the system conversion, pending customary closing conditions.

 

About NBT Bancorp Inc.

 

NBT Bancorp Inc. is a financial holding company headquartered in Norwich, NY, with total assets of $13.84 billion at September 30, 2024. NBT primarily operates through NBT Bank, N.A., a full-service community bank, and through two financial services companies. NBT Bank, N.A. has 155 banking locations in New York, Pennsylvania, Vermont, Massachusetts, New Hampshire, Maine and Connecticut. EPIC Retirement Plan Services, based in Rochester, NY, is a national benefits administration firm. NBT Insurance Agency, LLC, based in Norwich, NY, is a full-service insurance agency. More information about NBT and its divisions is available online at: www.nbtbancorp.com, www.nbtbank.com, www.epicrps.com and https://www.nbtbank.com/Insurance.

 

Page 1

 

 

About Evans Bancorp, Inc.

 

Evans is a financial holding company headquartered in Williamsville, NY, with total assets of $2.28 billion at September 30, 2024. Its primary subsidiary, Evans Bank, N.A., is a full-service community bank with 18 branches providing comprehensive financial services to consumer, business and municipal customers throughout Western New York. More information about Evans is available online at www.evansbancorp.com and www.evansbank.com.

 

Forward-Looking Statements

 

This communication contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about NBT and Evans and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding NBT’s or Evans’ future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to NBT or Evans, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

 

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of NBT and Evans may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (5) diversion of management’s attention from ongoing business operations and opportunities; (6) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate Evans’ operations and those of NBT; (7) such integration may be more difficult, time consuming or costly than expected; (8) revenues following the proposed transaction may be lower than expected; (9) NBT’s and Evans’ success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (10) the dilution caused by NBT’s issuance of additional shares of its capital stock in connection with the proposed transaction; (11) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (12) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in NBT’s and Evans’ respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2023 and in subsequent filings with the Securities and Exchange Commission.

 

Page 2

 

 

Forward-looking statements speak only as of the date they are made. NBT and Evans do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

 

Contacts	NBT Bancorp Inc.	Evans Bancorp, Inc.
	Scott A. Kingsley President and Chief Executive Officer	David J. Nasca President and Chief Executive Officer
	Annette L. Burns EVP and Chief Financial Officer	John B. Connerton EVP and Chief Financial Officer
	607-337-6589	716-926-2000
		Evans Investor Relations Deborah K. Pawlowski, Alliance Advisors [e-mail] 716-843-3908

 

Page 3

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	001-35021
Entity Registrant Name	EVANS BANCORP, INC.
Entity Central Index Key	0000842518
Entity Tax Identification Number	16-1332767
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	6460 Main Street
Entity Address, City or Town	Williamsville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14221
City Area Code	716
Local Phone Number	926-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.50 per share
Trading Symbol	EVBN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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