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Section 1: 8-K (FORM 8-K)

trcb20180511_8k.htm

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

 

May 10, 2018

Date of Report (Date of earliest event reported)

 

Two River Bancorp

(Exact name of registrant as specified in its charter)

 

New Jersey

 

000-51889

 

20-3700861

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

 

 

 

 

 

766 Shrewsbury Avenue, Tinton Falls, New Jersey

 

07724

(Address of principal executive offices)

 

(Zip Code)

 

(732) 389-8722

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))

 

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.

 

On May 10, 2018, Two River Bancorp (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 4, 2018.

 

The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal No. 1. The Company’s shareholders elected four individuals to serve on the Board of Directors as Class III directors, as set forth below:

 

Name

 

Votes
For

 

Votes
Withheld

 

Broker
Non-Votes

Joseph F.X. O’Sullivan

 

3,814,430

 

312,888

 

3,134,162

William D. Moss

 

3,812,020

 

315,298

 

3,134,162

Frank J. Patock, Jr.

 

3,706,372

 

420,946

 

3,134,162

Andrew A. Vitale

 

3,803,059

 

324,259

 

3,134,162

 

Proposal No. 2. The Company’s shareholders approved the advisory vote to approve the Company’s named executive officer compensation, as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

3,931,932

 

175,072

 

20,314

 

3,134,162

 

 

Proposal No. 3. The Company’s shareholders ratified the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2018, as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

7,182,562

 

9,084

 

69,834

 

0

 

 

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.

 

 

TWO RIVER BANCORP

 

 

 

Dated: May 11, 2018

   

 

 

 

 

By:

/s/ A. Richard Abrahamian

 
     

A. Richard Abrahamian

     

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

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