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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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 (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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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 (§ 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 May 16, 2022, Cambridge Bancorp, (the “Company”) held its Annual Meeting. At the Annual Meeting, the Company’s shareholders (i) elected four directors to the Board to serve until the Company’s 2025 annual meeting of shareholders, (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the SEC on March 16, 2022. The final voting results for each proposal are set forth below.
Proposal 1: Election of Directors
At the Annual Meeting, shareholders elected four directors to the Board to serve until the 2025 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The table below sets forth the voting results for each director nominee:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Thalia M. Meehan |
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5,187,451 |
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47,017 |
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838,581 |
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Jody A. Rose |
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5,156,534 |
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77,934 |
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838,581 |
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Cathleen A. Schmidt |
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5,154,849 |
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79,619 |
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838,581 |
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Denis K. Sheahan |
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5,113,867 |
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120,601 |
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838,581 |
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Proposal 2: Advisory Vote on Executive Compensation
At the Annual Meeting, the Company’s shareholders voted affirmatively on a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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4,470,829 |
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684,840 |
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78,798 |
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838,582 |
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Proposal 3: Ratification of the Appointment of Wolf & Company, P.C. as the Company’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s shareholders ratified the appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The table below sets forth the voting results for this proposal:
Votes For |
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Votes Against |
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Abstentions |
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5,964,222 |
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92,948 |
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15,879 |
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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.
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CAMBRIDGE BANCORP |
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Date: |
May 17, 2022 |
By: |
/s/ Michael F. Carotenuto |
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Michael F. Carotenuto |