8-K
ConnectOne Bancorp, Inc. (CNOB)
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
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<br><br> <br>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<br><br> <br>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<br><br> <br>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<br><br> <br>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<br><br> <br>and Chief Financial Officer |