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Section 1: 8-K (8-K)













Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2019



(Exact name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


(Commission File Number)


(IRS Employer Identification No.)






1336 Massachusetts Avenue

Cambridge, MA 02138



(Address of Principal Executive Offices) (Zip Code)


Registrant’s Telephone Number, Including Area Code: (617) 876-5500 


Not Applicable

(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 (see General Instructions A.2. below):

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 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 8.01

Other Events



On February 22, 2019, Cambridge Bancorp (the “Company”) announced that the Company’s annual meeting of shareholders will be held on May 13, 2019 at 8:30 A.M., at The Charles Hotel in Cambridge, Massachusetts. The date for determining the Company’s shareholders of record for the annual meeting is March 15, 2019.

A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.


(a)  Not applicable.


(b)  Not applicable.


(c)  Not applicable.


(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index.



Exhibit Index








Press release dated February 22, 2019.









Filed herewith.




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 thereunto duly authorized.







February 22,  2019





  /s/  Michael F. Carotenuto



Michael F. Carotenuto



Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)



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Section 2: EX-99.1 (EX-99.1)



Exhibit 99.1


Cambridge Bancorp

Michael F. Carotenuto

Chief Financial Officer








CAMBRIDGE, MA. (February 22, 2019) - Cambridge Bancorp (NASDAQ: CATC) (the “Company”), the parent of Cambridge Trust Company, today announced that the Company’s 2019 annual meeting of shareholders will be held on May 13, 2019 at 8:30 A.M., at The Charles Hotel in Cambridge, Massachusetts. The meeting will be preceded by a breakfast at 8:00 A.M. At the meeting, only shareholders as of the close of business on March 15, 2019, the record date, are entitled to vote at the Annual Meeting and at any adjournments thereof.


About Cambridge Bancorp


Cambridge Bancorp, the parent company of Cambridge Trust Company, is based in Cambridge, Massachusetts. Cambridge Trust Company is a 128-year-old Massachusetts chartered commercial bank with $2.1 billion in assets and 11 Massachusetts locations in Cambridge, Boston, Belmont, Concord, Lexington, and Weston. Cambridge Trust Company is one of New England’s leaders in wealth management with $2.9 billion in client assets under management and administration. The Wealth Management group maintains offices in Boston, Massachusetts and Concord, Manchester, and Portsmouth, New Hampshire.


Forward-looking Statements


Certain statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. These statements are based on the beliefs and assumptions of management of the Company and its subsidiaries and on the information available to management at the time that these statements were made. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties, and assumptions. As a result, actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Such statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “forecast,” “estimate,” “intend,” “will,” “would,” “should,” “could,” “may,” or similar words. There are a number of factors, many of which are beyond the Company’s control that could cause actual conditions, events or results to differ materially from those in the forward-looking statements.  Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, changes in the interest rate environment, unfavorable or less than favorable changes in general economic conditions (nationally or regionally), our ability to continue to increase loans and deposit growth, increased competitive pressures among depository and other financial institutions, legislative and regulatory changes that adversely affect the businesses in which the Company is engaged, changes in the securities market, and other factors that are described in the Company’s filings with the Securities and Exchange Commission. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any intent or obligation to update any forward-looking statements, whether in response to new information, future events, or otherwise, except as may be required by law.



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