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Section 1: 8-K (8-K)















Date of Report (Date of Earliest Event Reported): May 28, 2019



Randolph Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)




Massachusetts   001-37780   81-1844402
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification Number

10 Cabot Place, Stoughton, Massachusetts 02072

(Address of principal executive offices)

(877) 963-2100

(Registrant’s telephone number, including area code)



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 pursuant to Section 12(b) of the Act:


Title of Each Class





Name of each exchange

on which registered

Common Stock, par value $.01 per share   RNDB   The NASDAQ Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2019, at the Annual Meeting of Shareholders of Randolph Bancorp, Inc. (the “Company”) (the “Annual Meeting”), there were present in person or by proxy 5,683,797 shares of the Company’s common stock, representing approximately 96.45% of the total outstanding eligible votes. The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.

1. Election of one Class II Director for a term of two years and three Class III Directors for a term of three years to serve on our Board of Directors, in each case until his successor is elected and qualified:


     For      Withheld      Broker

Kenneth K. Quigley Jr. (two years)

     3,689,623        368,980        1,625,194  

John J. O’ Connor III

     3,676.860        381,743        1,625,194  

Paul R. Donovan

     3,688,033        370,570        1,625,194  

James G. Welch

     3,660,750        397,853        1,625,194  

2. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019:








   195,158    72,364


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 hereunder duly authorized.


Randolph Bancorp, Inc.



/s/ Michael K. Devlin


Michael K. Devlin

  Executive Vice President and Chief Financial Officer

Date: May 29, 2019

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