0000914260-15-000031.txt : 20150520 0000914260-15-000031.hdr.sgml : 20150520 20150520172709 ACCESSION NUMBER: 0000914260-15-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150520 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: Financial Statements and Exhibits FILED AS OF DATE: 20150520 DATE AS OF CHANGE: 20150520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Connecticut Bancorp, Inc. CENTRAL INDEX KEY: 0001511198 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35209 FILM NUMBER: 15880571 BUSINESS ADDRESS: STREET 1: ONE FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 860-676-4600 MAIL ADDRESS: STREET 1: ONE FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06032 8-K 1 fcb8k-52015.htm FIRST CONNECTICUT BANCORP, INC. 8-K 5 20 15

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):  May 20, 2015
First Connecticut Bancorp, Inc.
 (Exact name of registrant as specified in its charter)

Maryland
333-171913
45-1496206
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

One Farm Glen Boulevard, Farmington, Connecticut 06032
(860) 676-4600
(Address and Telephone Number)

N/A
(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))
 

TABLE OF CONTENTS
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.07
Submission of Matter to a Vote of Security Holders
Item 9.01
Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1
Press Release



 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
   
 
On May 20, 2015 First Connecticut Bancorp, Inc., the holding company for Farmington Bank, announced that David M. Drew and Robert F. Edmunds, Jr. have retired from the Board of Directors of First Connecticut Bancorp, Inc. and Farmington Bank, effective today, following their attendance at the Annual  Stockholders Meeting.
 
A copy of the Press Release is included as Exhibit 99.1 to this current Form 8-K and is incorporated herein by reference.
   
Item 5.07
Submission of Matter to a Vote of Security Holders
   
 
On May 20, 2015, First Connecticut Bancorp, Inc. (the "Registrant") held its Annual Meeting of Stockholders (the "Meeting")Of the 16,044,319 the Registrant's common stock outstanding as of the record date for the Meeting, 14,473,011 shares were present or represented by proxy at the Meeting.
 
 
The voting results from the Meeting were as follows:

1.
Election of Directors for Three-Year Terms (Proposal 1).
Director
For
Withheld
James T. Healey, Jr.
11,768,354 (98.30%)
203,044 (1.70%)
John J. Patrick, Jr.
11,768,280 (98.30%)
203,188 (1.70%)

2.
Advisory (Non-Binding) Vote on Executive Compensation (Proposal 2).
 
For
Against
Abstain
 
       
11,219,724 (93.72%)
635,981 (5.31%)
115,693 (0.97%)
 

3.
Ratification of Appointment of PricewaterhouseCoopers, LLP as independent auditors of the Company for the fiscal year ending December 31, 2015 (Proposal 3)
 
For
Against
Abstain
 
       
14,011,219 (96.81%)
308,245 (2.13%)
153,547 (1.06%)
 
2

   
   
   
   
   
Exhibit Number
Description
   
99.1
Press Release dated May 20, 2015.


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.
   
 
FIRST CONNECTICUT BANCORP, INC.
 
Registrant
   
   
   
May 20, 2015
By:  /s/ John J. Patrick, Jr.
 
John J. Patrick, Jr.
 
Chairman, President and
 
and Chief Executive Officer

3

EXHIBIT INDEX


Exhibit Number
Description
   
99.1
Press Release dated May 20, 2015

 
4

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE

David M. Drew and Robert F. Edmunds, Jr. Retire from First Connecticut Bancorp, Inc. and Farmington Bank Board of Directors
First Connecticut Bancorp, Inc. (NASDAQ: FBNK), the holding company for Farmington Bank, today announced that David M. Drew and Robert F. Edmunds, Jr. will retire from the Board of Directors of First Connecticut Bancorp, Inc. and Farmington Bank, effective today, following their attendance at the Annual  Stockholders Meeting.
Drew, former owner and president of Briarwood Printing Co., in Plainville, Conn, has been a member of Farmington Bank's Board of Directors since 1991 and a member of First Connecticut Bancorp, Inc.'s Board since 2011.  He most recently served on the Boards' Compensation Committee.
Edmunds, chairman of Edmunds Manufacturing Company. Inc. in Farmington, Conn., has been a member of Farmington Bank's Board of Directors since 1989 and a member of First Connecticut Bancorp, Inc.'s Board since 2011.  He most recently served as Chair of the Compensation Committee and served as a member of the Board's Governance Committee.
"I want to thank Dave and Bob for their dedication, loyalty and commitment to both Boards. They have served their fellow board members and stockholders well.  As Chairman, I will personally miss their wise counsel and the vast knowledge they shared with me during their respective tenures.  I wish them well in all their future endeavors," said John J. Patrick Jr., First Connecticut Bancorp's Chairman, President and CEO.
First Connecticut Bancorp, Inc. is the holding company for Farmington Bank, a full-service community bank with 22 branch locations throughout central Connecticut, offering commercial and residential lending as well as wealth management services in Connecticut and western Massachusetts. Established in 1851, Farmington Bank is a diversified consumer and commercial bank with an ongoing commitment to contribute to the betterment of the communities in our region. Farmington Bank has assets of $2.5 billion. For more information about Farmington Bank, visit farmingtonbankct.com.