8-K

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): June 29, 2022

Randolph Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts	001-37780	81-1844402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Batterymarch Park, Suite 301, Quincy, Massachusetts 02169

(Address of principal executive offices)

(877) 963-2100

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	RNDB	The NASDAQ Stock Market LLC

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 29, 2022, Randolph Bancorp, Inc. (the “Company”), the holding company for Envision Bank, held a Special Meeting of Shareholders (the “Meeting”). Of the 5,184,984 shares of the Company’s common stock outstanding at the close of business on May 13, 2022, the record date of the meeting, 3,823,208 shares were present or represented by the proxy at the Meeting, constituting a quorum to conduct business.

The voting results from the Meeting as to the proposals presented to the shareholders were as follows:

PROPOSAL 1: To approve the Agreement and Plan of Merger, dated as of March 28, 2022, by and among Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Group, Inc. and Randolph Bancorp, Inc.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,657,272	16,383	4,707	144,846

PROPOSAL 2: To approve a non-binding advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,027,847	683,328	112,033	—

PROPOSAL 3: To approve the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting or any adjournment or postponement thereof to approve the merger agreement.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,751,076	60,304	11,828	—

Item 8.01 Other Events.

On June 30, 2022, the Company issued a press release announcing the approval of the merger of the Company with and into Hometown Financial Group, Inc. (the “merger”) by the Company’s shareholders. The merger remains subject to regulatory approval and other customary closing conditions. The merger is expected to close during the fourth quarter of 2022. A copy of the press release, which is attached to this Form 8-K as Exhibit 99.1, is incorporated herein by reference.

  Item 9.01   Financial Statements and Exhibits.   (d) Exhibits.

Exhibit	Description
99.1	Press release dated June 30, 2022
104	Cover Page Interactive Data File (embedded within the XBRL document)

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 thereunto duly authorized.

	Randolph Bancorp, Inc.
	By:	/s/ William M. Parent
	Name: Title:	William M. Parent President and Chief Executive Officer
Date: June 30, 2022

EX-99.1

Exhibit 99.1

2 Batterymarch Park, Suite 301, Quincy, MA 02169

News Release

For Immediate Release June 30, 2022 For More Information, Contact: William M. Parent, President and Chief Executive Officer (617-925-1955)  

RANDOLPH BANCORP, INC. SHAREHOLDERS APPROVE MERGER WITH HOMETOWN FINANCIAL GROUP, INC.

QUINCY, Massachusetts, June 30, 2022 – The shareholders of Randolph Bancorp, Inc. (the “Company” or “Randolph”) (NASDAQ Global Market: RNDB), the holding company for Envision Bank, approved the proposed merger of Randolph Bancorp, Inc. and Hometown Financial Group, Inc. (“Hometown”) pursuant to the previously disclosed Agreement and Plan of Merger, dated as of March 28, 2022 (the “Merger Agreement”), at Randolph’s special meeting of shareholders held on June 29, 2022.

Subject to the terms of the Merger Agreement, Randolph will merge with and into Hometown (the “merger”), with Hometown surviving the merger, and Envision Bank will merge with and into Abington Bank, a wholly-owned subsidiary of Hometown, with Abington Bank as the surviving entity. At the effective time of the merger and in accordance with the terms and conditions of the Merger Agreement, Randolph’s shareholders will receive, in exchange for each share of Randolph common stock, $27.00 in cash, without interest.

The merger remains subject to regulatory approval and other customary closing conditions. The merger is expected to close in the fourth quarter of 2022.

About Randolph Bancorp, Inc.

Randolph Bancorp, Inc. is the holding company for Envision Bank and its Envision Mortgage Division. Envision Bank is a full-service community bank with five retail branch locations, loan operations centers in North Attleboro and Quincy, Massachusetts, three loan production offices located in Massachusetts and one loan production office in Southern New Hampshire.

Forward Looking Statements

Certain statements contained in this press release that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other documents we file with the Securities and Exchange Commission (the “SEC”), in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “assume”, “outlook”, “will”, “should”, and other expressions that predict or indicate future events and trends and which do not relate to historical matters. Forward-looking statements involve risks and uncertainties. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, failure to obtain necessary regulatory approvals for the proposed transaction with Hometown; failure to satisfy any of the conditions to the proposed transaction with Hometown on a timely basis or at all or other delays in completing the merger; the reputational risks and the reaction of Randolph’s customers to the proposed transaction; ongoing disruptions due to the COVID-19 pandemic and the measures taken to contain its spread on the Company’s employees, customers, business operations, credit quality, financial position, liquidity and results of

operations; changes in thegeneral business and economic conditions on a national basis and in the local markets in which the Company operates, including changes that adversely affect borrowers’ ability to service and repay the Company’s loans; changes in consumer behavior due to changing political, business and economic conditions or legislative or regulatory initiatives; reputational risk relating to the Company’s participation in the Small Business Administration’s Paycheck Protection Program and other pandemic-related legislative and regulatory initiatives and programs; turbulence in the capital and debt markets and the impact of such conditions on the Company’s business activities; and the risk factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

2 Batterymarch Park, Suite 301, Quincy, MA 02169  |  877.963.2100  |  randolphbancorp.com

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Document and Entity Information	Jun. 29, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2022
Entity Registrant Name	Randolph Bancorp, Inc.
Entity Central Index Key	0001667161
Entity Emerging Growth Company	false
Entity File Number	001-37780
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	81-1844402
Entity Address, Address Line One	2 Batterymarch Park
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Quincy
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02169
City Area Code	877
Local Phone Number	963-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	RNDB
Security Exchange Name	NASDAQ