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 17, 2009
ENTERPRISE FINANCIAL
SERVICES
CORP
(Exact name of registrant as specified in its
charter)
| Delaware |
001-15373 |
43-1706259 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification
No.) |
| 150 N.
Meramec, St. Louis, Missouri |
63105 |
| (Address of principal executive
offices) |
(Zip
Code) |
Registrant’s telephone number, including area
code
(314) 725-5500
(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:
¨ 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-4(c))
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 17, 2009,
based on the recommendation of the Compensation Committee of the Board of
Directors (the “Board”) of Enterprise Financial Services Corp (the “Company”),
the Board took actions to implement a salary stock plan for the Company’s Chief
Executive Officer, Mr. Peter Benoist. The salary stock plan is intended to align
Mr. Benoist’s interests with those of the Company’s stockholders and to comply
with the Interim Final Rule on TARP Standards for Compensation and Corporate
Governance.
Commencing January 1,
2010, Mr. Benoist will receive salary stock at a rate of $120,000 per year in
pro-rated installments on the date that Mr. Benoist’s salary is payable in
accordance with the Company’s payroll practices then in effect. The number of
shares of salary stock issued to Mr. Benoist in each installment will equal the
dollar value of such installment divided by the closing price of the Company’s
stock on the Nasdaq Global Select Market on the date of the installment, net of
applicable withholding. The shares of salary stock will be fully vested and
subject to restrictions on transfer for a period of two years from the date of
issuance. The salary stock program will terminate at the time that the Company
is no longer subject to the incentive compensation restrictions of the TARP
standards.
Item 9.01 Financial Statements and Exhibits.
(a)
Not applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Not applicable.
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 thereunto duly
authorized.
| |
ENTERPRISE FINANCIAL SERVICES
CORP. |
| |
| |
By: |
| |
| Date: December 23, 2009 |
/s/
|
Deborah N.
Barstow |
| |
|
|
| |
|
Deborah N. Barstow |
| |
|
Senior Vice President and
Controller |