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Published: 2022-05-26 16:30:29 ET
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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 24, 2022

 

 

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 5.07Submission of Matters to a Vote of Security Holders

 

On May 24, 2022, 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 14, 2022.

 

On April 6, 2022, the record date for the Annual Meeting, there were a total of 39,464,678 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 35,192,348 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:

 

    For   Withheld  

Broker

Non-Votes

Frank Sorrentino III   28,879,753   502,494   5,810,101
Stephen T. Boswell   29,231,625   150,622   5,810,101
Frank W. Baier   29,240,080   142,167   5,810,101
Frank Huttle III   23,723,649   5,658,598   5,810,101
Michael Kempner   28,923,604   458,643   5,810,101
Nicholas Minoia   25,178,591   4,203,656   5,810,101
Anson M. Moise   29,285,091   97,156   5,810,101
Katherin Nukk-Freeman   26,908,820   2,473,427   5,810,101
Joseph Parisi, Jr.   28,927,138   455,109   5,810,101
Daniel Rifkin   29,250,621   131,626   5,810,101
Mark Sokolich   29,279,682   102,565   5,810,101
William A. Thompson   25,167,538   4,214,709   5,810,101

 

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

28,350,743   691,118   340,386   5,810,101

 

 

Proposal 3: The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2022 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
34,770,044   411,463   10,841

 

 

 

 

 

 

 

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 26, 2022 By: /s/William S. Burns  
    WILLIAM S. BURNS  
    Senior Executive Vice President
and Chief Financial Officer