0000711772false00007117722023-05-152023-05-15

 

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): May 15, 2023

 

 

CAMBRIDGE BANCORP

(Exact name of Registrant as Specified in Its Charter)

 

 

Massachusetts

001-38184

04-2777442

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1336 Massachusetts Avenue

 

Cambridge, Massachusetts

 

02138

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617876-5500

 

 

(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 (see General Instructions A.2. below):

☐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

 

CATC

 

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 May 15, 2023, Cambridge Bancorp, (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected to the Company’s board of directors (the “Board”) six directors to serve until the Company’s 2026 annual meeting of shareholders and one director 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, 2023. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 16, 2023. The final voting results for each proposal are set forth below.

Proposal 1: Election of Directors

At the Annual Meeting, shareholders elected to the Board six directors to serve until the Company’s 2026 annual meeting of shareholders and one director to serve until the Company’s 2025 annual meeting of shareholders and until their respective successors have been elected and qualified, unless they die, resign, or are removed. The table below sets forth the voting results for each director nominee:

 

Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Christine Fuchs

 

 

5,240,681

 

 

 

93,713

 

 

 

736,524

 

Pamela A. Hamlin

 

 

5,256,561

 

 

 

77,833

 

 

 

736,524

 

Daniel R. Morrison

 

 

5,255,470

 

 

 

78,924

 

 

 

736,524

 

Leon A. Palandjian

 

 

5,250,182

 

 

 

84,212

 

 

 

736,524

 

Laila S. Partridge

 

 

5,250,840

 

 

 

83,554

 

 

 

736,524

 

Jane C. Walsh

 

 

3,453,181

 

 

 

1,881,213

 

 

 

736,524

 

Andargachew S. Zelleke

 

 

5,262,283

 

 

 

72,111

 

 

 

736,524

 

 

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

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

5,126,728

 

 

 

142,942

 

 

 

62,560

 

 

 

736,524

 

 

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, 2023. The table below sets forth the voting results for this proposal:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

5,965,855

 

 

 

98,814

 

 

 

6,256

 

 

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.

 

 

 

CAMBRIDGE BANCORP

 

 

 

 

Date:

May 16, 2023

By:

/s/ Michael F. Carotenuto

 

 

 

Michael F. Carotenuto
Executive Vice President, Chief Financial Officer
(Principle Financial Officer and
Principal Accounting Officer)