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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2026
 
Alerus Financial Corporation
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-39036
45-0375407
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
401 Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (701) 795-3200
 
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-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Common Stock, $1.00 par value per share
 
ALRS
 
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 (§ 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.
 
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Alerus Financial Corporation (the “Company”) was held on May 14, 2026. The record date for determination of stockholders entitled to vote at the Annual Meeting was March 16, 2026. There were 25,560,231 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 20,654,357 shares, or approximately 80.81% of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2026, were as follows:
 
Proposal 1: The election of nine (9) director nominees to serve on the Board of Directors of the Company until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified:
 
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Daniel E. Coughlin
12,742,063
1,433,986
6,478,308
Randy L. Newman
10,813,971
3,362,078
6,478,308
Galen G. Vetter         
12,876,320
1,299,729
6,478,308
Katie A. Lorenson
12,952,431
1,223,618
6,478,308
Janet O. Estep
12,299,613
1,876,436
6,478,308
Mary E. Zimmer
12,936,989
1,239,060
6,478,308
Nikki L. Sorum
13,065,204
1,110,845
6,478,308
John Uribe
12,897,761
1,278,288
6,478,308
Jeffrey W. Bolton
13,109,347
1,066,702
6,478,308
 
Proposal 2: For the approval, on a non-binding advisory basis, of the 2025 compensation paid to the Company’s named executive officers:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 13,525,678
 462,923
 187,447
 6,478,309
 
Proposal 3: The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 20,405,133
 244,190
 3,648
 1,386
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)  Exhibits
 
Exhibit No.
 
Description
     
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.
 
Date:  May 15, 2026
Alerus Financial Corporation
   
   
 
By:
/s/ Katie A. Lorenson
 
Name:
Katie A. Lorenson
 
Title:
President and Chief Executive Officer