UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Ident. No.) |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code
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(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)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act
| Title of each class |
Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
The registrant’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”) was held on April 23, 2024. There were issued and outstanding on March 4, 2024, the record date for the 2024 Annual Meeting, 6,337,105 shares of the registrant’s common stock, 6,296,686 of which were entitled to vote at the 2024 Annual Meeting. The results of the items voted on are listed below.
| 1. | Election of Directors |
| For | Withheld | |||||||
| Edward Dietzler |
4,117,780 | 246,650 | ||||||
| Stephen Distler |
4,248,310 | 116,120 | ||||||
| Judith Giacin |
4,256,549 | 107,881 | ||||||
| Richard Gillespie |
3,684,857 | 679,573 | ||||||
| Robert Ridolfi |
3,688,808 | 675,622 | ||||||
| Stephen Shueh |
4,139,239 | 225,191 | ||||||
| Martin Tuchman |
4,207,412 | 157,018 | ||||||
| Ross Wishnick |
3,439,302 | 925,128 | ||||||
| For | Against | Abstain | Broker Nonvotes | |||||||||||||
| 2. Advisory vote to approve named executive officer compensation |
4,039,310 | 178,959 | 146,161 | 1,164,089 | ||||||||||||
| 3. Proposal to approve an amendment to the registrant’s articles of incorporation to authorize a class of 2,000,000 shares of preferred stock |
2,961,643 | 1,283,379 | 119,408 | 1,164,089 | ||||||||||||
| 4. Proposal to ratify the appointment of Wolf & Company, P.C. as independent auditors for the year ending December 31, 2024 |
5,471,598 | 56,277 | 644 | 0 | ||||||||||||
As the results in Matters 1 through 4 above indicate, at the 2024 Annual Meeting, (i) all of the nominees listed were elected as directors of the registrant; (ii) the advisory vote to approve named executive officer compensation was approved by the shareholders; (iii) the proposal to amend the registrant’s articles of incorporation to authorize a class of 2,000,000 shares of preferred stock was approved by the shareholders; and (iv) the proposal to ratify Wolf & Company, P.C. as the registrant’s independent auditors for the year ending December 31, 2024 was approved by the shareholders.
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.
| PRINCETON BANCORP. INC. | ||||||
| Dated: April 23, 2024 | ||||||
| By: | /s/ Daniel J. O’Donnell | |||||
| Daniel J. O’Donnell | ||||||
| Executive Vice President, Chief Operating Officer and General Counsel | ||||||
Document and Entity Information |
Apr. 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001913971 |
| Document Type | 8-K |
| Document Period End Date | Apr. 23, 2024 |
| Entity Registrant Name | PRINCETON BANCORP, INC. |
| Entity Incorporation State Country Code | PA |
| Entity File Number | 001-41589 |
| Entity Tax Identification Number | 88-4268702 |
| Entity Address, Address Line One | 183 Bayard Lane |
| Entity Address, City or Town | Princeton |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08540 |
| City Area Code | (609) |
| Local Phone Number | 921-1700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, no par value |
| Trading Symbol | BPRN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |