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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 21, 2024
 
newlogo01.jpg
 
CONNECTONE BANCORP, INC.
(Exact name of Company as specified in its charter)
 
New Jersey
000-11486
52-1273725
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No
     
301 Sylvan Avenue
    
Englewood Cliffs, New Jersey
  
07632
(Address of principal executive offices)
  
(Zip Code)
 
Company's telephone number, including area code  (201) 816-8900
 
☐ 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))
 
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:
 
Title of each class         
Trading Symbol(s)
Name of each exchange
on which registered
Common Stock
CNOB
NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 5.25% Series A Non-Cumulative, perpetual preferred stock)
CNOBP
NASDAQ
 
 
 
 
 
Item 5.07          Submission of Matters to a Vote of Security Holders
 
On May 21, 2024, 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 11, 2024.
 
On April 1, 2024, the record date for the Annual Meeting, there were a total of 38,333,053shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 34,533,184shares 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 Broker Non-Votes:
 
   
FOR
  
WITHHELD
  
BROKER
NON-VOTES
Frank Sorrentino III
  
27,730,969
  
540,170
  
6,262,045
Stephen T. Boswell
  
28,023,486
  
247,653
  
6,262,045
Frank W. Baier
  
27,946,699
  
324,440
  
6,262,045
Frank Huttle III
  
27,109,321
  
1,161,818
  
6,262,045
Michael Kempner
  
28,112,112
  
159,027
  
6,262,045
Elizabeth Magennis
  
27,951,373
  
319,766
  
6,262,045
Nicholas Minoia
  
27,352,815
  
918,324
  
6,262,045
Anson M. Moise
  
28,112,381
  
158,758
  
6,262,045
Katherin Nukk-Freeman
  
27,693,283
  
577,856
  
6,262,045
Susan O’Donnell
  
28,232,870
  
38,269
  
6,262,045
Daniel Rifkin
  
28,118,937
  
152,202
  
6,262,045
Mark Sokolich
  
28,114,521
  
156,618
  
6,262,045
 
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:    
 
FOR
  
AGAINST
  
ABSTENTIONS
  
BROKER
NON-VOTES
26,780,254
  
1,339,821
  
151,064
  
6,262,045
 
Proposal 3:
 The shareholders adopted a non-binding resolution providing that the Company should hold future advisory votes on the compensation of the Company’s named executed officers annually, by the votes set forth in the table below:
 
ONE YEAR
  
TWO YEARS
  
THREE YEARS
   ABSTENTIONS  
BROKER
NON-VOTES
25,697,306
  
58,217
  
2,383,237
                    132,379                     
6,262,045
 
The Board has considered the outcome of this advisory vote and determined that it will hold future advisory votes on executive compensation each year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation, which is required to occur no later than the Company’s 2030 annual meeting of shareholders.
 
Proposal 4:
 The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024 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
34,003,124
  
522,368
  
7,692
 
 
 
 
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 22, 2024
By:
/s/ William S. Burns
  
   
WILLIAM S. BURNS
  
   
Senior Executive Vice President
and Chief Financial Officer