0000909654-12-000219.txt : 20120517 0000909654-12-000219.hdr.sgml : 20120517 20120517162320 ACCESSION NUMBER: 0000909654-12-000219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120514 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120517 DATE AS OF CHANGE: 20120517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fraternity Community Bancorp Inc CENTRAL INDEX KEY: 0001503063 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 273683448 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54271 FILM NUMBER: 12852254 BUSINESS ADDRESS: STREET 1: 764 WASHINGTON BOULEVARD CITY: BALTIMORE STATE: MD ZIP: 21230 BUSINESS PHONE: 410-539-1313 MAIL ADDRESS: STREET 1: 764 WASHINGTON BOULEVARD CITY: BALTIMORE STATE: MD ZIP: 21230 8-K 1 fraternity8kmay17-12.htm CURRENT REPORT fraternity8kmay17-12.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 14, 2012

FRATERNITY COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
0-54271
27-3683448
(State or other jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

764 Washington Boulevard, Baltimore, Maryland 21230
(Address of principal executive offices) (Zip Code)

(410) 539-1313
(Registrant’s telephone number, including area code)

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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(e) On May 15, 2012, the stockholders of Fraternity Community Bancorp, Inc. (the “Company”) approved the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “Plan”).  Employees, officers and directors of the Company or its affiliates are eligible to participate in the Plan.  The terms of the Plan were previously disclosed in, and a copy of the Plan was contained as an appendix to, the Company’s definitive proxy materials for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 11, 2012.

Item 5.07   Submission of Matters to a Vote of Security Holders

The Company’s annual meeting of stockholders was held on May 15, 2012.  The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:

1.  
The following individuals were elected as directors of the Company, to serve for terms of three years or until their successors are elected and qualified, by the following vote:

NAME:
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
William D. Norton
 
812,622
 
187,270
 
488,003
Thomas K. Sterner
 
916,622
 
  83,270
 
488,003

  2.  
The Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan was approved by stockholders by the following vote:

FOR
 
% CAST
 
AGAINST
 
% CAST
 
ABSTAIN
 
% CAST
 
BROKER
NON-VOTES
826,615
 
83.0%
 
169,227
 
16.9%
 
4,050
 
0.1%
 
488,003
 
 
 
3.  
The appointment of Stegman & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified by the stockholders by the following vote:

FOR
 
% CAST
 
AGAINST
 
% CAST
 
ABSTAIN
 
% CAST
1,477,445
 
99.3%
 
10,450
 
0.7%
 
-0-
 
-0-

 
 
 

 
 
Item 8.01                      Other Events

On May 14, 2012, the Company’s Board of Directors approved a stock repurchase program whereby the Company may repurchase up to 10%, or 158,700 shares, of its outstanding common stock, which will be conducted through open market purchases or privately negotiated transactions.  The program is eligible to commence upon receiving a satisfactory response from the Company’s regulator, the Federal Reserve Bank of Richmond. For further information, see the Company’s press release dated May 14, 2012, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

        (d)   Exhibits
 
Number                         Description

99.1                                Press Release dated May 14, 2012

 
 
 

 
 
SIGNATURE

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 thereunto duly authorized.

  FRATERNITY COMMUNITY BANCORP, INC.  
       
Date:  May 17, 2012
By:
/s/ Thomas K. Sterner  
    Thomas K. Sterner  
   
Chairman of the Board, Chief Executive Officer
and Chief Financial Officer
 
       

 
EX-99.1 2 fraternity8kmay17-12ex99.htm PRESS RELEASE DATED MAY 14, 2012 fraternity8kmay17-12ex99.htm
PRESS RELEASE
FOR IMMEDIATE RELEASE

 
For More Information Contact
Thomas K. Sterner
(410) 539-1313
Fraternity Community Bancorp, Inc



FRATERNITY COMMUNITY BANCORP, INC.

ADOPTS STOCK REPURCHASE PLAN
 

May 14, 2012, Baltimore, Maryland — Fraternity Community Bancorp, Inc., (the “Company”) (OTCBB: FRTR), the holding company for Fraternity Federal Savings and Loan Association, announced today that it has authorized a stock repurchase program to acquire up to 158,700 shares, or 10%, of the Company’s outstanding common stock.  The program is eligible to commence upon receiving a satisfactory response from the Company’s regulator, the Federal Reserve Bank of Richmond.  Once supervisory review is complete, the Company will file a Form 8-K to notify investors that the Company is permitted to commence purchasing shares.

Repurchases will be conducted through open market purchases, which may include purchases under a trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1, or through privately negotiated transactions.  Repurchases will be made from time to time depending on market conditions and other factors.  There is no guarantee as to the exact number of shares to be repurchased by the Company.

“We are pleased to announce that we are prepared to initiate our first repurchase program, subject to regulatory clearance,” stated Thomas K Sterner, Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company.  “We are committed to delivering shareholder value, and the Company is focused on the effective and efficient use of excess capital.  We view repurchases as an important tool available to achieve that goal.”

Fraternity Federal Savings and Loan Association, founded in 1913, is a community-oriented financial institution, dedicated to serving the financial service needs of customers and businesses within its market area, which consists of Baltimore City and Baltimore, Carroll and Howard Counties in Maryland.

This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases.  The Company intends that such forward-looking statements be subject to the safe harbors created thereby.  All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to receipt of FRB non-objection to the Company’s proposed repurchase program, real estate values, market conditions, the impact of interest rates on financing, local and national economic factors and the matters described in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.  Accordingly, actual results may differ from those expressed in the forward-looking statements.