UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Company's telephone number, including area code:
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 21, 2020, ConnectOne Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the SEC on April 20, 2020, and as supplemented on May 11, 2020.
On March 27, 2020, the record date for the Annual Meeting, there were a total of 39,665,920 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 35,485,801 shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting, and the final voting results with respect to such proposals, were as follows:
Proposal 1: The election of twelve persons to serve as directors for one-year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Broker Non-Votes:
| For | Withheld | Broker Non-Votes | ||||||||||
| Frank Sorrentino III | 25,834,449 | 833,211 | 8,818,141 | |||||||||
| Frank W. Baier | 25,999,942 | 667,718 | 8,818,141 | |||||||||
| Alexander A. Bol | 25,860,809 | 806,851 | 8,818,141 | |||||||||
| Stephen T. Boswell | 26,022,180 | 645,480 | 8,818,141 | |||||||||
| Katherin Nukk-Freeman | 25,819,184 | 848,476 | 8,818,141 | |||||||||
| Frank Huttle III | 25,370,397 | 1,297,263 | 8,818,141 | |||||||||
| Michael Kempner | 25,878,148 | 789,512 | 8,818,141 | |||||||||
| Nicholas Minoia | 25,741,518 | 926,142 | 8,818,141 | |||||||||
| Joseph Parisi, Jr. | 25,887,119 | 780,541 | 8,818,141 | |||||||||
| Daniel Rifkin | 26,051,937 | 615,723 | 8,818,141 | |||||||||
| Mark Sokolich | 26,058,992 | 608,668 | 8,818,141 | |||||||||
| William A. Thompson | 25,647,840 | 1,019,820 | 8,818,141 | |||||||||
Proposal 2: The non-binding resolution with respect to the compensation of the Company’s executive officers was adopted. The votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows:
| FOR | AGAINST | ABSTENTIONS |
Broker
| |||
| 25,562,113 | 615,500 | 490,047 | 8,818,141 |
Proposal 3: The amendment to the Restated Certificate of Incorporation of the Company to implement a majority voting standard for certain corporate actions, was approved. The number of votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows:
| FOR | AGAINST | ABSTENTIONS |
Broker | |||
| 26,561,965 | 84,964 | 20,731 | 8,818,141 |
Proposal 4: The amendment and restatement of the Company’s Certificate of Incorporation, so as to delete inapplicable legacy provisions, was approved. The number of votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows:
| FOR | AGAINST | ABSTENTIONS |
Broker | |||
| 26,617,135 | 32,984 | 17,541 | 8,818,141 |
Proposal 5: The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2020 was approved. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions was as follows:
| FOR | AGAINST | ABSTENTIONS | ||
| 35,036,057 | 433,853 | 15,891 |
| Item 9.01 | Financial Statements and Exhibits. |
(d)
| Exhibit No. | ||
| 3.1 | Restated Certificate of Incorporation | |
| 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 Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONNECTONE BANCORP, INC. | |||
| (Registrant) | |||
| Dated: May 21, 2020 | By: | /s/ William S. Burns | |
| WILLIAM S. BURNS | |||
| Executive Vice President and | |||
| Chief Financial Officer | |||