CNOB 8-K
ConnectOne Bancorp, Inc. (CNOB)
8-K
2026-05-20
For: 2026-05-19
View Original
Added on
May 20, 2026
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 19, 2026
(Exact name of Company as specified in its charter)
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No
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(Address of principal executive offices)
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(Zip Code)
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Company's telephone number, including area code (844 ) 266-2548
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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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) The Registrant announced that at its annual reorganizational meeting, the Board of Directors of the Registrant appointed Ms. Elizabeth Magennis as President of the Registrant. Ms. Magennis previously served as Executive Vice President of the Registrant, and President of ConnectOne Bank, it’s wholly owned subsidiary (the “Bank”). Ms. Magennis will continue to serve as President of the Bank and as a member of the Board of each of the Registrant and the Bank. Mr. Frank Sorrentino, who previously served as President of the Registrant, as well as Chairman and Chief Executive Officer of the Registrant and the Bank, will continue to serve as Chairman and Chief Executive Officer of the Registrant and the Bank.
The information about Ms. Magennis required by this Item is incorporated by reference from the Registrant’s Annual Proxy Statemen t on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2026 under the caption “Nominees for Director”.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2026, 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 9, 2026.
On March 31, 2026, the record date for the Annual Meeting, there were a total of 50,288,494shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 42,293,111shares 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:
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Proposal 1.
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The election of fifteen 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:
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Frank Sorrentino III
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35,306,753 | 824,148 | 6,162,210 | |||
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Stephen T. Boswell
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35,332,369 | 798,532 | 6,162,210 | |||
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Frank W. Baier
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35,119,823 | 1,011,078 | 6,162,210 | |||
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Frank Huttle III
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34,914,271 | 1,216,630 | 6,162,210 | |||
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Michael Kempner
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35,217,799 | 913,102 | 6,162,210 | |||
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Elizabeth Magennis
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35,248,645 | 882,256 | 6,162,210 | |||
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Nicholas Minoia
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35,275,896 | 855,005 | 6,162,210 | |||
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Anson M. Moise
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35,434,753 | 696,148 | 6,162,210 | |||
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Katherin Nukk-Freeman
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35,651,735 | 479,166 | 6,162,210 | |||
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Susan O’Donnell
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35,654,772 | 476,129 | 6,162,210 | |||
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Daniel Rifkin
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35,699,832 |
431,069
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6,162,210 | |||
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Mark Sokolich
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35,699,724 | 431,177 | 6,162,210 | |||
| Christopher Becker | 35,189,591 | 941,310 | 6,162,210 | |||
| Edward J Haye | 35,473,849 | 657,052 | 6,162,210 | |||
| Peter Quick | 35,569,060 | 561,841 | 6,162,210 |
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Proposal 2:
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Approval of the ConnectOne Bancorp, Inc. 2026 Equity Incentive Plan. The votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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| 34,424,591 | 1,648,967 | 57,343 | 6,162,210 |
| Proposal 3: | Approval, on an advisory basis, of compensation of the Company's Executive Officers. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions and Broker Non-Votes are as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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| 34,932,239 | 774,603 | 424,059 | 6,162,210 |
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Proposal 4:
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Ratification of Independent Auditors. The votes For and Withheld, as well as the number of Abstentions are as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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| 41,871,092 | 377,047 | 44,972 |
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.
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CONNECTONE BANCORP, INC.
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(Registrant)
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Dated: May 20, 2026
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By:
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/s/ William S. Burns
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WILLIAM S. BURNS
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Senior Executive Vice President
and Chief Financial Officer
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