CAMDEN NATIONAL CORP
For the period ended Dec 31, 2023. Filed Mar 8, 2024.
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FY2023 · Filed Mar 8, 2024
CAC$58.79+0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) 1. Index to Financial Statements:
The consolidated financial statements of the Company and report of the Company’s independent registered public accounting firm incorporated herein are included in Item 8 of this Report, as follows:
| Page | |
|---|---|
| Consolidated Statements of Condition | 77 |
| Consolidated Statements of Income | 78 |
| Consolidated Statements of Comprehensive Income | 79 |
| Consolidated Statements of Changes in Shareholders’ Equity | 80 |
| Consolidated Statements of Cash Flows | 81 |
| Notes to Consolidated Financial Statements | 82 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 49) | 143 |
- Financial Statement Schedules:
Schedules have been omitted because they are not applicable or are not required under the instructions contained in Regulation S-X or because the information required to be set forth therein are included in the consolidated financial statements or notes thereto.
- Exhibits:
| ExhibitNo. | Definition |
| 2.1 | Agreement and Plan of Merger dated as of March 29, 2015 by and among Camden National Corporation, Atlantic Acquisitions, LLC, and SBM Financial, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Commission on March 30, 2015). |
| 3.1 | Amended and Restated Articles of Incorporation of Camden National Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2023). |
| 3.2 | Amended and Restated Bylaws of Camden National Corporation (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Commission on May 25, 2023). |
| 4.1 | Description of Camden National Corporation's Securities Registered under Section 12 of the Exchange Act. |
| 10.1+ | Camden National Corporation 2022 Equity and Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the Commission on April 28, 2022). |
| 10.2+ | Camden National Corporation Second Amended and Restated Long-Term Performance Share Program, effective as of April 26, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on April 28, 2022). |
| 10.3+ | Camden National Corporation Second Amended and Restated Management Stock Purchase Program, effective as of April 26, 2022 (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.4+ | Camden National Corporation Third Amended and Restated Defined Contribution Retirement Program, effective as of April 26, 2023 (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 9, 2023). |
| 10.5+ | Camden National Corporation Amended and Restated Independent Directors' Equity Compensation Program, effective as of April 26, 2022 (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.6+ | Form of Non-Executive Restricted Stock Award Agreement Under the 2022 Equity and Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| ExhibitNo. | Definition |
| 10.7+ | Form of Executive Restricted Stock Award Agreement Under the 2022 Equity and Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.8+ | Form of Restricted Stock Award Agreement Under the Second Amended and Restated Management Stock Purchase Program (incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.9+ | Form of Restricted Stock Unit Award Agreement for Company Employees Under the 2022 Equity and Incentive Plan with grant dates in 2022 (incorporated herein by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.10+ | Form of Performance Share Unit Award Agreement Under the Second Amended and Restated Long-Term Performance Share Program (incorporated herein by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.11+ | Form of Incentive Stock Option Agreement Under the Camden National Corporation 2022 Equity and Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2022). |
| 10.12+ | Form of Confidentiality, Non-Competition and Non-Solicitation Agreement by and between Camden National Corporation and certain executives (incorporated herein by reference to Exhibit 10.11 to the Company’s Form 10-K filed with the Commission on March 10, 2015). |
| 10.13+ | Supplemental Executive Retirement Program (incorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K filed with the Commission on February 4, 2008). |
| 10.14+ | Union Trust Company’s Amended and Restated Deferred Compensation Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on May 12, 2008). |
| 10.15+ | Camden National Corporation Nonqualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the Commission on March 11, 2022). |
| 10.16+ | Camden National Corporation Nonqualified Deferred Compensation Plan Adoption Agreement (incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the Commission on March 11, 2022). |
| 10.17+ | Camden National Corporation Executive Annual Incentive Program (incorporated herein by reference to Exhibit 10.23 to the Company’s Form 10-Q filed with the Commission on March 15, 2021). |
| 10.18+ | Form of Change in Control Agreement for chief executive officer and other executive officers (incorporated herein by reference to Exhibit 10.21 in the Company’s Form 10-K filed with the Commission on March 10, 2015). |
| 10.19+ | Camden National Corporation 2020-2022 Amended and Restated Long-Term Performance Share Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on May 4, 2020). |
| 10.20+ | Camden National Corporation Third Amended and Restated Management Stock Purchase Program, effective as of February 28, 2023 (incorporated herein by reference to Exhibit 10.23 to the Company's Form 10-K filed with the commission on March 10, 2023). |
| 10.21+ | Form of Restricted Stock Award Agreement Under the Third Amended and Restated Management Stock Purchase Program (incorporated herein by reference to Exhibit 10.24 to the Company’s Form 10-K filed with the commission on March 10, 2023). |
| 10.22+ | Form of Restricted Stock Unit Award Agreement for Company Employees Under the 2022 Equity and Incentive Plan, effective as of February 28, 2023 (incorporated herein by reference to Exhibit 10.25 to the Company’s Form 10-K filed with the commission on March 10, 2023).. |
| 10.23+ | Camden National Corporation Third Amended and Restated Long-Term Incentive Program, effective as of March 31, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 9, 2023). |
| 10.24+ | Form of Performance Share Unit Award Agreement Under the Camden National Corporation Third Amended and Restated Long-Term Incentive Program. (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2023). |
| 10.25+ | Form of Restricted Stock Award Agreement Under the Camden National Corporation 2022 Equity and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2023). |
| ExhibitNo. | Definition |
| 10.26+ | Transition Employment and Retention Agreement between Gregory A. Dufour, Camden National Corporation and Camden National Bank dated August 16, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 7, 2023). |
| 10.27+ | Letter Agreement between Simon Griffiths, Camden National Bank and Camden National Corporation, dated August 14, 2023 (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 7, 2023). |
| 10.28+* | Letter Agreement between Timothy P. Nightingale, Camden National Bank and Camden National Corporation, dated December 12, 2023 |
| 21.1* | Subsidiaries of the Company. |
| 23.1* | Consent of RSM US LLP. |
| 31.1* | Certification of President and Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial and Accounting Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Camden National Corporation Incentive-Based Compensation Recovery Policy dated December 1, 2023. |
| 101* | iXBRL (Inline eXtensible Business Reporting Language). The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in iXBRL: (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements. |
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
|---|---|
| ** | Furnished herewith |
| + | Management contract or a compensatory plan or arrangement. |
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