8-K
Princeton Bancorp, Inc. (BPRN)
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
April 22, 2025
Date of Report (Date of earliest event reported)
PRINCETON BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-41589 | 88-4268702 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Ident. No.) |
| 183 Bayard Lane, Princeton, New Jersey | 08540 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(609) 921-1700
Registrant’s telephone number, including area code
N/A
(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:
| ☐ | 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 or to be registered pursuant to Section 12(b) of the Act
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common stock, no par value | BPRN | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
The registrant’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”) was held on April 22, 2025. There were issued and outstanding on March 7, 2025, the record date for the 2025 Annual Meeting, 6,915,086 shares of the registrant’s common stock, 6,869,429 of which were entitled to vote at the 2025 Annual Meeting. The results of the items voted on are listed below.
- Election of Directors
| For | Withheld | |||||||
|---|---|---|---|---|---|---|---|---|
| Richard Gillespie | 4,592,419 | 287,852 | ||||||
| Stephen Distler | 4,742,100 | 138,171 | ||||||
| Ross Wishnick | 4,368,940 | 511,331 | ||||||
| Robert Ridolfi | 4,527,195 | 353,076 | ||||||
| Judith Giacin | 4,669,308 | 210,963 | ||||||
| Stephen Shueh | 4,743,915 | 136,356 | ||||||
| Martin Tuchman | 4,779,003 | 101,268 | ||||||
| Susan Barrett | 4,738,089 | 142,182 | ||||||
| Edward Dietzler | 4,749,854 | 130,417 | ||||||
| For | Against | Abstain | Broker Nonvotes | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2. Advisory vote to approve named executive officer compensation | 4,099,024 | 690,496 | 90,749 | 1,114,343 | ||||
| 3. Proposal to ratify the appointment of Wolf & Company, P.C. as independent auditors for the year ending December 31, 2025 | 5,908,362 | 78,859 | 7,393 | 0 | ||||
| One Year | Two Years | Three Years | Broker Nonvotes<br> <br>and Abstentions | |||||
| 4. Proposal to select, on an advisory basis, the frequency of future advisory votes to approve our named executive officer compensation every: | 4,353,703 | 174,693 | 273,564 | 1,192,653 |
As the results in Matters 1 through 4 above indicate, at the 2025 Annual Meeting, (i) all of the nominees listed were elected as directors of the registrant; (ii) the advisory vote to approve named executive officer compensation was approved by the shareholders; (iii) the proposal to ratify Wolf & Company, P.C. as the registrant’s independent auditors for the year ending December 31, 2025 was approved by the shareholders; and (iv) a one-year frequency of future advisory votes to approve our named executive officer compensation was selected by the shareholders on an advisory basis.
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 hereunto duly authorized.
| PRINCETON BANCORP. INC. | ||
|---|---|---|
| Dated: April 23, 2025 | ||
| By: | /s/ Daniel J. O’Donnell | |
| Daniel J. O’Donnell | ||
| Executive Vice President,<br> <br>Chief Operating Officer and General Counsel |