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Section 1: 8-K (8-K)

 

 

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 10, 2018

 


 

HarborOne Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Massachusetts

 

001-37778

 

81-1607465

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification Number

 

770 Oak Street, Brockton, Massachusetts 02301

(Address of principal executive offices)

 

(508) 895-1000

(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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-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 x

 

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. o

 

 

 



 

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On May 10, 2018, the Board of Directors (the “Board”) of  HarborOne Bancorp, Inc. (the “Company”) appointed Joseph F. Casey as President and Chief Operating Officer of the Company, effective immediately.  Also on May 10, 2018, the Board appointed Linda H. Simmons as Chief Financial Officer of the Company, effective immediately.  James W. Blake will remain as Chief Executive Officer of the Company.

 

Prior to his appointment as President and Chief Operating Officer of the Company, Mr. Casey served as Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer of the Company, holding such positions since the Company’s formation in 2016.  Mr. Casey was appointed President and Chief Operating Officer of HarborOne Bank (the “Bank”) in February 2017.  Prior to that, he was Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer of the Bank (2015-2017) and Executive Vice President and Chief Financial Officer of the Bank (2006 to 2015).

 

Ms. Simmons has served as the Chief Financial Officer of the Bank since May 2017. Prior to joining the Bank, Ms. Simmons was Senior Vice President, Chief Financial Officer and Treasurer of The Cooperative Bank of Cape Cod from 2012 to 2017.

 

The a copy of the press release announcing the appointments is attached as Exhibit 99.1 hereto and incorporated herein.

 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

On May 10, 2018, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). 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 four persons to the Board of Directors as Class II Directors, each to serve a three-year term and until his or her successor is elected and qualified:

 

 

 

For

 

Withheld

 

Broker
Non-Vote

 

Gordon Jezard

 

25,401,915

 

1,318,785

 

4,241,204

 

Edward F. Kent

 

25,303,975

 

1,416,725

 

4,241,204

 

William A. Payne

 

25,848,279

 

875,421

 

4,241,204

 

Wallace H. Peckham, III

 

25,405,681

 

1,315,019

 

4,241,204

 

 

2.  Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2018:

 

For

 

Against

 

Abstain

30,672,047

 

160,530

 

129,327

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                   Exhibits

 

Number

 

Description

 

 

 

99.1

 

Press Release dated May 11, 2018

 

2



 

SIGNATURE

 

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.

 

 

HARBORONE BANCORP, INC.

 

 

 

 

By:

/s/ Joseph F. Casey

 

Name:

Joseph F. Casey

 

Title:

President, Chief Operating Officer, and Director

 

 

 

Date:  May 11, 2018

 

 

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Media Contact:

Jennifer White | 508-895-1338 |[email protected]

 

HarborOne Bancorp, Inc. Elects Michael J. Sullivan Chairman of the Board

Senior leadership team re-appointed:

CEO James Blake; President & COO Joseph Casey; CFO Linda Simmons

 

(Brockton, MA) May 11, 2018 — HarborOne Bancorp, Inc. (the “Company,” NASDAQ: HONE), the holding company for HarborOne Bank (the “Bank”), today announced that Michael J. Sullivan was elected Chairman of the Board of Directors of the Company (the “Board”).

 

Mr.  Sullivan, a former US Attorney and currently a partner with The Ashcroft Law Firm, joined the Board of Directors in 2015. He was also elected Chairman of the Bank and HarborOne Mutual Bancshares — succeeding Board member Dr. Timothy Lynch, who had served as Chairman of the Company, the Bank and HarborOne Mutual Bancshares since 2015

 

Mr. Sullivan is a recognized expert in corporate compliance and ethics, corporate security, policy and regulatory matters, as well as government investigations. He was selected to serve on the Board for his extensive legal, policy and regulatory experience and service to the community. Prior to joining The Ashcroft Law Firm, LLC in 2009, Mr. Sullivan was a United States Attorney for the District of Massachusetts and also served as acting Director of the Bureau of Alcohol, Tobacco, Firearms and Explosives in Washington, DC. From 1995 to 2001 he served as the District Attorney for Plymouth County, Massachusetts.  Mr. Sullivan currently serves as a member of the board of directors of Signature Healthcare and the Old Colony YMCA, and previously was on the boards of Consumer Credit Counseling Services and the Continuing Education Institute.

 

The Board also re-appointed the Company’s senior executive leadership team. James Blake will continue to lead the Company as Chief Executive Officer, a position he has held since 1995. In addition, Joseph Casey was appointed as President & COO of the Company, and Linda Simmons was named Chief Financial Officer of the Company. Mr. Casey joined the Bank in 2004 as Senior Vice President and Chief Financial Officer. He was appointed President and Chief Operating Officer of the Bank in February 2017. Ms. Simmons joined the Bank in July 2017 as Senior Vice President and Chief Financial Officer. She had previously worked for The Cooperative Bank of Cape Cod.

 



 

About HarborOne Bancorp, Inc.

 

HarborOne Bancorp, Inc. is the holding company for HarborOne Bank, the largest co-operative bank in New England. HarborOne Bank serves the financial needs of consumers, businesses, and municipalities throughout Southeastern Massachusetts through a network of 14 full-service branches, two limited service branches, a commercial loan office in Providence, Rhode Island, a residential lending office in Westford, Massachusetts, and 13 free-standing ATMs. The Bank also provides a range of educational services through “HarborOne U,” with classes on small business, financial literacy and personal enrichment at two campuses located adjacent to our Brockton and Mansfield locations. HarborOne Mortgage, LLC, a subsidiary of HarborOne Bank, is a full-service mortgage lender with 34 offices in Massachusetts, New Hampshire and Maine, and also does business in seven additional states.

 


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