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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 29, 2025
 

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 5.07 Submission of Matters to a Vote of Securities Holders

The Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. (the “Company”) was held on May 29, 2025.  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 Definitive Proxy Statement for the Annual Meeting.  Of the 8,431,774 shares outstanding and entitled to vote, 7,511,967 shares were present at the meeting in person or by proxy.  The stockholders elected all of the nominees listed in Proposal 1, and approved Proposals 2 and 3. The final results of the stockholders’ vote are as follows:

1.
Election of directors:

For a three-year term
 
For
 
Withheld
   
Broker Non-Votes
               
Rena Nigam
 
5,716,756
 
846,481
   
948,730


For a one-year term
 
For
 
Withheld
   
Broker Non-Votes
               
Todd Deutsch
 
5,659,883
 
903,354
   
948,730
               
Selig Zises
 
5,507,639
 
1,055,598
   
948,730


2.
The approval of the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:

For
 
Against
 
Abstain
 
Broker Non-votes
             
7,424,292
 
79,644
 
8,031
 


3.
The approval of an advisory vote on executive compensation (“Say-on-Pay”):

For
 
Against
 
Abstain
 
Broker Non-votes
             
6,351,399
 
169,751
 
42,087
 
948,730

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 29, 2025
By:       /s/ Andrew C. Sagliocca
 
Andrew C. Sagliocca
 
Vice Chairman, Chief Executive Officer and President