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




Washington, D.C.  20549








Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 22, 2018






(Exact name of Company as specified in its charter)


New Jersey 001-11486 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 (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 5.07Submission of Matters to a Vote of Security Holders


On May 22, 2018, 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 20, 2018.


On April 6, 2018, the record date for the Annual Meeting, there were a total of 32,161,913 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 29,334,293 shares 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 eleven 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 Abstentions and Broker Non-Votes:


FRANK SORRENTINO III   22,933,172    606,505    5,794,616 
FRANK W. BAIER   22,987,351    552,326    5,794,616 
ALEXANDER A. BOL   22,958,116    581,561    5,794,616 
STEPHEN BOSWELL   22,572,190    967,487    5,794,616 
FREDERICK FISH   22,715,420    824,257    5,794,616 
FRANK HUTTLE III   21,481,247    2,058,430    5,794,616 
MICHAEL KEMPNER   22,686,045    853,632    5,794,616 
NICHOLAS MINOIA   22,572,008    967,669    5,794,616 
JOSEPH PARISI JR.   22,952,438    587,239    5,794,616 
HAROLD SCHECHTER   22,915,965    623,712    5,794,616 
WILLIAM A. THOMPSON   22,454,371    1,085,306    5,794,616 




Proposal 2: The vote, on an advisory basis, to approve the executive compensation for ConnectOne Bancorp, Inc.’s named executive officers, as described in the proxy statement.


For: 22,363,189 ; Against: 366,815; Abstentions: 809,673; Broker Non-Votes: 5,794,616.


Proposal 3: The vote, on an advisory basis, on how often ConnectOne Bancorp, Inc. will conduct the non-binding vote to approve executive compensation.


1 Year: 21,194,360 2 Years: 73,502 3 Years: 1,574,826 Abstentions: 696,989


Broker Non-Votes: 5,794,616


Proposal 4: The vote to ratify the appointment of Crowe Horwath, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018.


For: 28,938,065;  Against: 119,950;  Abstentions: 276,278.



















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.





Dated:  May 22, 2018   By: /s/  William S. Burns                          
                WILLIAM S. BURNS  
                Executive Vice President and  
                Chief Financial Officer  










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