Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 4.07M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 35K
3: EX-10.1 Material Contract HTML 38K
4: EX-10.2 Material Contract HTML 39K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
14: R1 Cover HTML 78K
15: R2 Consolidated Statements of Condition (Current HTML 136K
Period Unaudited)
16: R3 Consolidated Statements of Condition (Current HTML 42K
Period Unaudited) (Parenthetical)
17: R4 Consolidated Statements of Income (Unaudited) HTML 153K
18: R5 Consolidated Statements of Comprehensive (Loss) HTML 57K
Income (Unaudited)
19: R6 Consolidated Statements of Changes in HTML 84K
Shareholders' Equity (Unaudited)
20: R7 Consolidated Statements of Changes in HTML 27K
Shareholders' Equity (Unaudited) (Parenthetical)
21: R8 Consolidated Statements of Cash Flows (Unaudited) HTML 136K
22: R9 Basis of Presentation HTML 65K
23: R10 Recent Accounting Pronouncements HTML 43K
24: R11 Investments HTML 177K
25: R12 Loans and Allowance for Credit Losses on Loans HTML 662K
26: R13 Borrowings HTML 41K
27: R14 Repurchase Agreements HTML 39K
28: R15 Commitments and Contingencies Commitments and HTML 40K
Contingencies
29: R16 Derivatives and Hedging HTML 273K
30: R17 Balance Sheet Offsetting HTML 95K
31: R18 Regulatory Capital Requirements HTML 76K
32: R19 Other Comprehensive Income (Loss) Other HTML 166K
Comprehensive Income (Loss)
33: R20 Revenue From Contracts With Customers Revenue From HTML 54K
Contracs With Customers
34: R21 Employee Benefit Plans HTML 62K
35: R22 Eps HTML 57K
36: R23 Fair Value Measurement and Disclosure HTML 179K
37: R24 Recent Accounting Pronouncements (Policies) HTML 34K
38: R25 Investments (Tables) HTML 177K
39: R26 Loans and Allowance for Credit Losses on Loans HTML 641K
(Tables)
40: R27 Borrowings (Tables) HTML 37K
41: R28 Repurchase Agreements (Tables) HTML 37K
42: R29 Commitments and Contingencies Commitments and HTML 33K
Contingencies (Tables)
43: R30 Derivatives and Hedging (Tables) HTML 268K
44: R31 Balance Sheet Offsetting (Tables) HTML 166K
45: R32 Regulatory Capital Requirements (Tables) HTML 69K
46: R33 Other Comprehensive Income (Loss) Other HTML 168K
Comprehensive Income (Loss) (Tables)
47: R34 Revenue From Contracts With Customers (Tables) HTML 50K
48: R35 Employee Benefit Plans (Tables) HTML 59K
49: R36 Eps (Tables) HTML 55K
50: R37 Fair Value Measurement and Disclosure (Tables) HTML 165K
51: R38 Investments (Narrative) (Detail) HTML 84K
52: R39 Investments (Summary of Amortized Costs and HTML 52K
Estimated Fair Values of Available-For-Sale
Securities) (Details)
53: R40 Investments (Schedule of Unrealized Gross Losses HTML 68K
and Estimated Fair values of Investment
Securities) (Details)
54: R41 Investments (Schedule of Amortized Cost and HTML 65K
Estimated Fair Values of Debt Securities by
Contractual Maturity) (Details)
55: R42 Investments (Summary of Amortized Cost and Fair HTML 76K
Value of Held to Maturity Securities) (Details)
56: R43 Investments (Amortized Cost and Fair Values of HTM HTML 68K
Securities by Contractual Maturity) (Details)
57: R44 Investments (Schedule of Amortized Cost and Fair HTML 31K
Value of Other Investments) (Details)
58: R45 Loans and Allowance for Credit Losses on Loans HTML 164K
(Narrative) (Details)
59: R46 Loans and Allowance for Credit Losses on Loans HTML 49K
(Composition of Loan Portfolio) (Details)
60: R47 Loans and Allowance for Credit Losses on Loans HTML 32K
(Unamortized fair value mark and costs) (Details)
61: R48 Loans and Allowance for Credit Losses on Loans HTML 66K
(Activity in Allowance for Credit Losses on Loans
by Portfolio Segment) (Details)
62: R49 Loans and Allowance for Credit Losses on Loans HTML 264K
(Credit Quality and Origination by Portfolio
Segment Analysis) (Details)
63: R50 Loans and Allowance for Credit Losses on Loans HTML 143K
(Loan Aging Analysis by Portfolio Segment)
(Details)
64: R51 Loans and Allowance for Credit Losses on Loans HTML 64K
(Financing Receivable, Nonaccrual) (Details)
65: R52 Loans and Allowance for Credit Losses on Loans HTML 44K
(Troubled Debt Restructuring Loans) (Details)
66: R53 Loans and Allowance for Credit Losses on Loans HTML 43K
(Troubled Debt Restructuring by Portfolio Segment)
(Details)
67: R54 Borrowings (Details) HTML 59K
68: R55 Repurchase Agreements (Details) HTML 44K
69: R56 Commitments and Contingencies Commitments and HTML 33K
Contingencies (Narrative) (Details)
70: R57 Commitments and Contingencies Commitments and HTML 31K
Contingencies (Summary of Contractual and Notional
Amounts of FInancial Instruments) (Details)
71: R58 Derivatives and Hedging (Narrative) (Details) HTML 37K
72: R59 Derivatives and Hedging (Schedule of derivative HTML 75K
financial instruments) (Details)
73: R60 Derivatives and Hedging (Schedule of fair value HTML 38K
hedge) (Details)
74: R61 Derivatives and Hedging (Schedule of cash flow HTML 124K
hedging instruments, location) (Details)
75: R62 Derivatives and Hedging (Schedule of derivatives HTML 37K
effect on OCI) (Details)
76: R63 Balance Sheet Offsetting (Details) HTML 142K
77: R64 REGULATORY CAPITAL REQUIREMENTS Regulatory Capital HTML 43K
Requirements (Narrative) (Details)
78: R65 Regulatory Capital Requirements (Details) HTML 67K
79: R66 Other Comprehensive Income (LOSS) Components of HTML 115K
Other Comprehensive Income (Loss) (Details)
80: R67 Other Comprehensive Income (LOSS) Accumulated HTML 61K
Other Comprehensive Income (Loss) (Details)
81: R68 Revenue From Contracts With Customers (Details) HTML 49K
82: R69 Employee Benefit Plans (Details) HTML 45K
83: R70 Eps (Computation of Basic and Diluted Earnings Per HTML 66K
Share) (Details)
84: R71 Eps (Additional Information) (Details) HTML 30K
85: R72 Fair Value Measurement and Disclosure (Summary of HTML 132K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis) (Details)
86: R73 Fair Value Measurement and Disclosure (Schedule of HTML 93K
Carrying Amounts and Estimated Fair Value for
Financial Instrument Assets and Liabilities)
(Details)
89: XML IDEA XML File -- Filing Summary XML 171K
87: XML XBRL Instance -- cac-20230630_htm XML 6.12M
88: EXCEL IDEA Workbook of Financial Report Info XLSX 225K
10: EX-101.CAL XBRL Calculations -- cac-20230630_cal XML 289K
11: EX-101.DEF XBRL Definitions -- cac-20230630_def XML 1.01M
12: EX-101.LAB XBRL Labels -- cac-20230630_lab XML 2.09M
13: EX-101.PRE XBRL Presentations -- cac-20230630_pre XML 1.34M
9: EX-101.SCH XBRL Schema -- cac-20230630 XSD 181K
90: JSON XBRL Instance as JSON Data -- MetaLinks 623± 989K
91: ZIP XBRL Zipped Folder -- 0000750686-23-000255-xbrl Zip 560K
‘EX-4.1’ — Instrument Defining the Rights of Security Holders
A brief summary of the material terms of our capital stock is set forth below. The description is qualified in its entirety by reference to our Articles of Incorporation, as amended (the “Articles”) and Amended and Restated Bylaws (the “Bylaws”) that are filed as exhibits to the Form 10-K of which this
Exhibit is a part. The following description of our capital stock and provisions of our Articles and Bylaws is only a summary of such provisions and instruments, and does not purport to be complete. As used in this Exhibit, the terms “Camden National Corporation,”“Camden,” the “Company,”“we,”“us,”“our,” and other similar references refer only to Camden National Corporation and not to any of its subsidiaries.
Authorized Capital Stock
Our authorized capital stock consists of 40,000,000 shares of common stock, without par value (the “common stock”). The number of authorized shares of our common stock may be increased or decreased (but not below the number of
shares then outstanding) by the affirmative vote of a majority of our stock entitled to vote. At this time, we are not authorized under the terms of our Articles to issue any class or series of preferred stock, and we have no shares of preferred stock issued or outstanding.
Common Stock
The following is a description of the material terms and provisions of our common stock. See the Articles and Bylaws for a more complete description of the terms of our common stock.
Issuance of Common Stock
The Company is authorized to issue up to 40,000,000 shares of common stock without shareholder approval. However, the common stock is listed
on the Nasdaq Stock Market, which requires shareholder approval of the issuance of additional shares of common stock under certain circumstances.
Dividends
Subject to the preferential rights of any other class or series of stock, holders of shares of our common stock will be entitled to receive dividends out of funds legally available for distribution, if and when they are authorized and declared by our board of directors, in such amounts as our board of directors may determine.
Our ability to pay dividends on our common stock:
•depends primarily upon the ability of our subsidiary, Camden National Bank, to pay dividends or otherwise transfer funds to us; and
•is subject to policies established by our banking
regulators (see “Item 1. Business - Supervision and Regulation” of the Company’s most recent annual report on Form 10-K for a more detailed description of limitations on our ability to pay dividends).
Liquidation Rights
In the event we are liquidated, dissolved or our affairs are wound up, after we pay or make adequate provision for all of our known debts and liabilities, each holder of common stock will receive dividends pro rata out of assets that we can legally use to pay distributions, subject to any rights that are granted to the holders of any class or series of preferred stock.
Preemptive, Redemption, and Conversion Rights
The
holders of our common stock do not have any preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to our common stock.
Exhibit 4.1
Voting Rights
Except as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of common stock have the exclusive power to vote on all matters presented to our stockholders, including the election of directors. Holders of common stock are entitled to one vote per share.
Generally, matters to be voted on by our stockholders must be approved by a majority of the votes cast at a meeting of stockholders in which a quorum is present, including the election of directors
in an uncontested election, subject to state law and any voting rights granted to any holders of preferred stock. In any meeting in which directors are to be elected, however, if the number of nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.
Other Rights
Subject to the preferential rights of any other class or series of stock, all shares of common stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Maine law. Holders of common stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of our securities.
Certain Anti-Takeover Provisions
Certain provisions
of our Articles and Bylaws, and certain provisions of Maine law applicable to our business, may discourage or make more difficult a takeover attempt that a stockholder might consider in his or her best interest. These provisions may also adversely affect prevailing market prices for our common stock. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure us and outweigh the disadvantage of discouraging those proposals.
Advance Notice Requirements
Our Bylaws require that shareholders provide the Company’s Secretary
notice not less than 90 days nor more than 120 days before the first anniversary of the preceding year’s annual meeting for the purpose of nominating any director candidate. If the date of the annual meeting is advanced by more than 30 days before or delayed by more than 60 days after the preceding year’s annual meeting, notice will be timely if it is delivered not earlier than 120 days before and not later than 90 days before the annual meeting or 10 days after public announcement of the date of the annual meeting is first made.
Maine Business Corporation Act
As a Maine corporation, we are subject to the Maine Business Corporation Act (the “Act”), certain provisions of which may have an anti-takeover effect.
Section 702 of the Act
Section 702 of the Act provides that special meetings of shareholders
may be called only (i) by a majority of the board of directors, (ii) by the person or persons authorized to do so by the Articles or Bylaws, or (iii) by the holders of at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the special meeting. Under the Act, we are permitted to amend our Articles to fix a lower percentage, or a higher percentage not exceeding 25% of all the votes entitled to vote on any issue proposed to be considered, of the requisite holders to call a special meeting.
Section 1109 of the Act
Section 1109 of the Act is an antitakeover law that generally prohibits us from engaging in a “business combination” with an “interested shareholder” for a period of five years after the date of the transaction
in which the person becomes an interested shareholder, unless either (1) the business combination is approved by our board of directors prior to that person becoming an interested shareholder or (2) subsequent to the date of the transaction in which the person becomes an interested shareholder, the business combination is approved by our board of directors and authorized by the holders of a majority of our
Exhibit 4.1
outstanding voting stock not beneficially owned by the interested shareholder or any affiliate or associate of the interested shareholder or by persons who are either directors or officers and also employees of the Company.
An “interested
shareholder” is any person, firm or entity that is directly or indirectly the beneficial owner of 25% or more of our outstanding voting stock, other than by reason of a revocable proxy given in response to a proxy solicitation conducted in accordance with the Exchange Act which is not then reportable on a Schedule 13D under the Exchange Act.
We may at any time amend our Articles or Bylaws, by vote of the holders of at least 66 2/3% of our voting stock, to elect not to be governed by Section 1109.
Section 1110 of the Act
Section 1110 of the Act generally provides our shareholders with the right to demand payment from a person or group of persons which become a “controlling person” of an amount equal to the fair value of each voting share in the
Company held by the shareholder. A “controlling person” generally is defined to mean an individual, firm or entity (or group thereof) that has voting power over at least 25% of our outstanding voting shares. Such a demand must be submitted to the controlling person within 30 days after the controlling person provides required notice to our shareholders of the acquisition or transactions which resulted in such person or group becoming a controlling person.