ALERUS FINANCIAL CORP
For the period ended May 7, 2024. Filed Mar 25, 2024.
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May 7, 2024 · Filed Mar 25, 2024
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DEF 14A 1 tmb-20240507xdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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| Filed by the Registrant ☒ | |
| Filed by a Party other than the Registrant ☐ | |
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| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| ALERUS FINANCIAL CORPORATION | ||
| (Name of Registrant as Specified In Its Charter) | ||
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
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| Payment of Filing Fee (Check the appropriate box): | ||
| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. | |
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| | March 25, 2024Notice of AnnualMeeting of Stockholders | | 401 Demers AvenueGrand Forks, North Dakota 58201 | | ||
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| | TIME & DATE | | ACCESS | | RECORD DATE | |
| | Tuesday, May 7, 20241:30 p.m., Central Time | | Virtually athttps://web.lumiagm.com/288140204 | | Tuesday, March 12, 2024 | |
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Alerus Financial Corporation (the “Company”) will be conducted through virtual means only via live webcast. The annual meeting will take place on Tuesday, May 7, 2024, at 1:30 p.m., Central Time.
At the annual meeting, stockholders will be asked:
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| to elect the eight director nominees named inthe accompanying proxy statement to serveon the board of directors of the Company; | to ratify the appointment of RSM USLLP as the independent public accountingfirm for the Company for the fiscal year endingDecember 31, 2024; and | to transact such other business asmay properly be brought before theannual meeting or any adjournments orpostponements of the meeting. | ||||||||||
Only stockholders of record as of the close of business on March 12, 2024 will be entitled to notice of, and to vote at, the annual meeting. If there are an insufficient number of votes for a quorum, the meeting may be adjourned or postponed to permit us to continue to solicit proxies.
We are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2023, and proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. This proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2023, and the proxy card are available at investors.alerus.com and http://www.astproxyportal.com/ast/19579/. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. This notice is first being mailed to stockholders, and we intend to provide access to the proxy materials to the stockholders of record, beginning on or about March 25, 2024.
Stockholders can participate in and vote during the annual meeting by visiting https://web.lumiagm.com/288140204 and entering (i) passcode: alerus2024; and (ii) the 11-digit control number found on the proxy card distributed to each stockholder entitled to vote as of the record date. Stockholders may also ask questions during the annual meeting by following the instructions available on the meeting website.
| Grand Forks, North DakotaMarch 25, 2024 | By Order of the Board of DirectorsKatie A. LorensonPresident and Chief Executive Officer |
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YOUR VOTE IS VERY IMPORTANT. PLEASE EXERCISE YOUR STOCKHOLDER RIGHT TO VOTE, REGARDLESS OFWHETHER YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.