PNBK 8-K
Patriot National Bancorp Inc (PNBK)
8-K
2025-07-02
For: 2025-06-26
View Original
Added on
April 06, 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
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2025
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification
No.)
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(Address of Principal Executive Offices) (Zip Code)
(203 ) 252-5900
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 26, 2025, as described below under Item 5.07 of this Current Report on Form 8-K, the shareholders of Patriot National Bancorp, Inc. (the “Company”) approved the 2025 Omnibus Equity Incentive Plan (the “Plan”) at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). A description of the terms of the Plan is included in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
On July 2, 2025, the Boad of Directors of the Company appointed Steven Sugarman, the Company’s President, as the Chief Executive Officer of the Company following the Company’s receipt of the non-objection from the Board of Governors of the Federal Reserve System. Description of Mr. Sugarman’s biographical information and information related to his compensation and related party transactions has been previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2025 and the Proxy Statement, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on June 26, 2025. On the record date of May 16, 2025, there were 76,259,670 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Shareholders voted as follows on the matters presented for a vote.
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1.
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Election of Directors
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The following eight nominees were each elected to serve as a director, for a term that expires at the next annual meeting of shareholders and until his or her successor is elected and qualified, based upon the following votes:
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Michael A. Carrazza
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72,529,922 | 436,233 | 1,144,547 |
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Steven A. Sugarman
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72,930,254 | 35,901 | 1,144,547 |
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Edward N. Constantino
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72,882,372 | 83,783 | 1,144,547 |
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Emile Van Den Bol
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72,857,575 | 108,580 | 1,144,547 |
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Alon Abady
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72,929,508 | 36,647 | 1,144,547 |
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Anahit Magzanyan
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72,930,258 | 35,897 | 1,144,547 |
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Carlos Salas
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72,876,279 | 89,876 | 1,144,547 |
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Mario De Tomasi
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72,929,527 | 36,628 | 1,144,547 |
The election of Messrs. Abady, Salas and De Tomasi is subject to the Company’s receipt of the non-objection from the Board of Governors of the Federal Reserve System. Therefore the Board of Directors of the Company is currently comprised of the following members: Michael A. Carrazza, Steven A. Sugarman, Edward N. Constantino, Emile Van Den Bol, and Anahit Magzanyan.
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2.
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Approval of the 2025 Omnibus Equity Incentive Plan
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The proposal to approve the Plan was approved based on the following votes:
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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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71,044,019
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893,530
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1,028,606
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1,144,547
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3.
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Approval of the Amended and Restated Certificate of Incorporation
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The proposal to approve the Amended and Restated Certificate of Incorporation of the Company was approved based on the following votes:
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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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72,612,930
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317,695
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35,530
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1,144,547
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In addition, this proposal was unanimously approved by holders of Series A Non-Cumulative Perpetual Convertible Preferred Stock by written consent.
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4.
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Approval of the Potential Issuance of Shares of Common Stock for Purposes of Complying with Nasdaq Listing Rules 5635(b) and 5635(d)
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The proposal to approve the potential issuance of shares of common stock for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d) was approved based on the following votes:
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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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72,647,527
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318,096
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532
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1,144,547
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5.
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Appointment of RSM US LLP to Serve as the Independent Registered Public Accounting Firm for the Company for the Year Ending December 31, 2025
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The appointment of RSM US LLP to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2025 was ratified based on the following votes:
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For
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Against
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Abstentions
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74,046,920
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2,575
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61,207
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PATRIOT NATIONAL BANCORP, INC.
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July 2, 2025
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By:
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/s/ Steven Sugarman
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Steven Sugarman
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President
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