UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2023, the shareholders of Peapack-Gladstone Financial Corporation (the "Company") approved an amendment to the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan (the "Plan") by increasing the number of authorized shares by 600,000. A description of the material terms of the Plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 17, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Peapack-Gladstone Financial Corporation's Annual Meeting of Shareholders (the “Annual Meeting”) held on May 2, 2023, the shareholders voted on the matters described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2023 as set forth below. As of the record date for the Annual Meeting, holders of a total of 17,826,405 shares of the Company's Common Stock were entitled to vote on the matters considered at the Annual Meeting.
The following is a summary of the voting results for each matter submitted to a vote of shareholders at the Annual Meeting:
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For |
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Withheld |
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Broker Non-Votes |
1. |
Election of thirteen directors, each for a one-year term expiring in 2024: |
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Carmen M. Bowser |
14,613,038 |
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460,138 |
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1,214,349 |
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Susan A. Cole |
14,775,051 |
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298,125 |
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1,214,349 |
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Anthony J. Consi |
13,415,182 |
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1,657,994 |
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1,214,349 |
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Richard Daingerfield |
14,788,048 |
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285,128 |
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1,214,349 |
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Edward A. Gramigna, Jr. |
13,857,204 |
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1,215,972 |
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1,214,349 |
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Peter D. Horst |
14,538,322 |
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534,854 |
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1,214,349 |
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Steven A. Kass |
14,795,840 |
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277,336 |
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1,214,349 |
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Douglas L. Kennedy |
14,739,572 |
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333,604 |
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1,214,349 |
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F. Duffield Meyercord |
12,738,108 |
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2,335,068 |
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1,214,349 |
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Patrick J. Mullen |
14,789,698 |
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283,478 |
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1,214,349 |
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Philip W. Smith, II |
13,821,176 |
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1,252,000 |
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1,214,349 |
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Tony Spinelli |
13,457,638 |
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1,615,538 |
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1,214,349 |
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Beth Welsh |
14,714,495 |
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358,681 |
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1,214,349 |
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For |
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Abstain |
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Broker Non-Votes |
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2. |
Advisory vote to approve the compensation of the Company's named executive officers as presented in the proxy statement: |
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12,809,651 |
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2,146,151 |
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117,374 |
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1,214,349 |
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
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Advisory vote to approve the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers as presented in the proxy statement: |
13,153,436 |
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371,482 |
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1,288,507 |
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259,751 |
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1,214,349 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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4. |
Approval to amend the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan to increase the number of authorized shares by 600,000: |
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7,939,077 |
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7,070,534 |
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63,565 |
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1,214,349 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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5. |
Ratification of Crowe LLP as the Company's independent registered public accounting firm for 2023: |
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16,171,176 |
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99,945 |
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16,404 |
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Based on the above vote, the Company has determined to include a shareholder vote on the compensation of the Company’s named executive officers in its annual meeting proxy solicitation materials on an annual basis until the next required vote on the frequency of the shareholder vote on executive compensation, which is expected to occur at the Company’s 2029 Annual Meeting of Shareholders.
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Item 7.01 Regulation FD Disclosure
The Company is furnishing the presentation materials presented at the Annual Meeting as Exhibit 99.1 to this report. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Title |
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10.1 |
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99.1 |
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Slides used by the Company at the 2023 Annual Meeting of Shareholders |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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PEAPACK-GLADSTONE FINANCIAL CORPORATION |
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Dated: May 3, 2023 |
By: |
/s/ Frank A. Cavallaro |
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Frank A. Cavallaro |
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Senior Executive Vice President and Chief Financial Officer |
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