0001501364-17-000035.txt : 20170323 0001501364-17-000035.hdr.sgml : 20170323 20170323162355 ACCESSION NUMBER: 0001501364-17-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170323 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170323 DATE AS OF CHANGE: 20170323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United Financial Bancorp, Inc. CENTRAL INDEX KEY: 0001501364 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 273577029 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35028 FILM NUMBER: 17710001 BUSINESS ADDRESS: STREET 1: 45 GLASTONBURY BLVD. CITY: GLASTONBURY STATE: CT ZIP: 06033 BUSINESS PHONE: 860-291-3600 MAIL ADDRESS: STREET 1: 45 GLASTONBURY BLVD. CITY: GLASTONBURY STATE: CT ZIP: 06033 FORMER COMPANY: FORMER CONFORMED NAME: Rockville Financial, Inc. /CT/ DATE OF NAME CHANGE: 20110303 FORMER COMPANY: FORMER CONFORMED NAME: Rockville Financial New, Inc. DATE OF NAME CHANGE: 20100914 8-K 1 a8-kbylawchanges32317.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
__________________________ 
FORM 8-K
 
__________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 23, 2017
 
__________________________ 
United Financial Bancorp, Inc.
 
__________________________ 
 
 
 
 
 
Connecticut
 
001-35028
 
27-3577029
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
45 Glastonbury Boulevard, Suite 200,
Glastonbury, CT
 
06033
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (860) 291-3600
Not Applicable
(Former name or former address, if changed since last report)
__________________________ 
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:
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On March 22, 2017, the Board of Directors of United Financial Bancorp, Inc. (the “Company”) approved an amendment to its Bylaws to change the Company’s voting procedures to provide for majority voting for director elections rather than the plurality voting the Company had previously employed. The amended Article II, Section 7 of the Company’s Bylaws was effective immediately and is filed as Exhibit 3.2.1 to this Current Report, and is incorporated herein by reference.
 
 
Item 9.01
Financial Statements and Exhibits.
 
 
(a)
Not applicable.
(b)
Not applicable.
(c)
Exhibits.
 
 
Exhibit No.
Description
3.2.1
Amendment to the Bylaws of United Financial Bancorp, Inc.





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.
 
 
 
 
 
 
 
 
Dated: March 23, 2017
 
 
 
UNITED FINANCIAL BANCORP, INC.
Registrant
 
 
 
 
 
 
 
 
By: 
 
/s/ Eric R. Newell
 
 
 
 
 
 
Eric R. Newell
Executive Vice President/
Chief Financial Officer




Exhibit Index
 
Number
  
Description
 
Exhibit 3.2.1
 
Amendment to the Bylaws of United Financial Bancorp, Inc.
 
 
 
 
 




 EX-3.2.1 2 exhibit321.htm EXHIBIT 3.2.1 Exhibit


Exhibit 3.2.1

AMENDMENT TO BYLAWS
OF
UNITED FINANCIAL BANCORP, INC.

Adopted as of March 22, 2017

ARTICLE II. SHAREHOLDERS

The following provision is adopted in substitution therefore:

Section 7. Voting Requirements. All shareholder votes require that a meeting be duly held and a quorum present. Director nominees shall be elected by the affirmative vote of the majority of votes cast (broker non-votes are not deemed to be “cast”) at a meeting of shareholders at which directors are to be elected, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of Board seats to be filled at that shareholder meeting. On all other matters, unless specifically provided in these Bylaws, in the Certificate of Incorporation, or in the Connecticut Business Corporation Act, the Connecticut Banking Laws, or other applicable law, the proposal (s) shall be approved by the affirmative vote of the majority of votes cast (broker non-votes are not deemed to be “cast”).

The following provision is deleted in its entirety:

Section 7. Voting Requirements. Except as may be otherwise specifically provided in these Bylaws, in the Certificate of Incorporation, or in the Connecticut Business Corporation Act, the Connecticut Banking Laws, or other applicable law, the affirmative vote, at a meeting of shareholders duly held and at which a quorum is present, of a majority of the voting power of the shares represented at such meeting that are entitled to vote on the subject matter shall be the act of the shareholders.