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
Date of Report (Date of earliest event reported):
(Exact name of Company as specified in its charter)
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| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) | |
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| 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)) | |
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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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 25, 2021, ConnectOne Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the SEC on April 15, 2021.
On April 6, 2021, the record date for the Annual Meeting, there were a total of 39,724,433 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 34,195,792 shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting, and the final voting results with respect to such proposals, were as follows:
| Proposal 1: | The election of twelve persons to serve as directors for one year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes for and withheld, as well as the number of Abstentions and Broker Non-Votes: |
| BROKER | ||||||
| FOR | WITHHELD | NON-VOTES | ||||
| Frank Sorrentino III | 27,908,186 | 509,036 | 5,778,570 | |||
| Frank W. Baier | 28,225,734 | 191,488 | 5,778,570 | |||
| Stephen T. Boswell | 28,062,998 | 354,224 | 5,778,570 | |||
| Katherin Nukk-Freeman | 27,274,761 | 1,142,461 | 5,778,570 | |||
| Frank Huttle III | 23,298,549 | 5,118,673 | 5,778,570 | |||
| Michael Kempner | 27,927,419 | 489,803 | 5,778,570 | |||
| Nicholas Minoia | 27,250,199 | 1,167,023 | 5,778,570 | |||
| Anson M. Moise | 28,378,709 | 38,513 | 5,778,570 | |||
| Joseph Parisi, Jr. | 27,929,320 | 487,902 | 5,778,570 | |||
| Daniel Rifkin | 28,289,475 | 127,747 | 5,778,570 | |||
| Mark Sokolich | 28,314,213 | 103,009 | 5,778,570 | |||
| William A. Thompson | 27,144,204 | 1,273,018 | 5,778,570 |
| Proposal 2: | The non-binding resolution with respect to the compensation of the Company’s executive officers was adopted. The votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows: |
| BROKER | ||||||
| FOR | AGAINST | ABSTENTIONS | NON-VOTES | |||
| 27,053,341 | 864,807 | 499,074 | 5,778,570 |
| Proposal 3: | The amendment to the Restated Certificate of Incorporation of the Company to increase the number of authorized shares of our common stock, no par value per share, from 50,000,000 to 100,000,000, was approved. The number of votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows: |
| BROKER | ||||||
| FOR | AGAINST | ABSTENTIONS | NON-VOTES | |||
| 32,755,148 | 1,402,943 | 37,701 | 0 |
| Proposal 4: | The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2021 was approved. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions was as follows: |
| FOR | AGAINST | ABSTENTIONS | ||||
| 33,870,000 | 306,450 | 19,342 | ||||
Item 9.01 Financial Statements and Exhibits.
(d)
| Exhibit No. | ||
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONNECTONE BANCORP, INC. | ||||
| (Registrant) | ||||
| Dated: May 25, 2021 | By: | /s/ William S. Burns | ||
| WILLIAM S. BURNS | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||