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Section 1: 8-K (8-K)

bdge_Current_Folio_8K

 

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 3, 2019


BRIDGE BANCORP, INC.

(Exact name of the registrant as specified in its charter)


 

 

 

 

New York

001‑34096

11‑2934195

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

2200 Montauk Highway

 

 

Bridgehampton, New York

 

11932

(Address of principal executive offices)

 

(Zip Code)

 

(631) 537‑1000
(Registrant’s telephone number)

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 (See General Instruction 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‑4c)

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 Common Stock

 BDGE

 NASDAQ STOCK MARKET, LLC

 

 

 

 


 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 3, 2019, Bridge Bancorp, Inc.’s shareholders approved the Bridge Bancorp, Inc. 2019 Equity Incentive Plan.  A description of the material terms of the Bridge Bancorp, Inc. 2019 Equity Incentive Plan is contained in the Proxy Statement filed with the Securities and Exchange Commission on April 1, 2019 and the additional definitive proxy soliciting materials filed on April 5, 2019.  The description of the Bridge Bancorp, Inc. 2019 Equity Incentive Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.

Item 5.07Submission of Matters to a Vote of Security Holders

(a)

The Annual Meeting of Shareholders was held on May 3, 2019.

(b)

The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in Bridge Bancorp, Inc.’s Proxy Statement filed with the Securities and Exchange Commission on April 1, 2019 and the additional definitive proxy soliciting materials filed on April 5, 2019.  The final results of the shareholder votes are as follows:

Proposal 1 – Election of Directors

The shareholders elected four directors to Bridge Bancorp, Inc.’s Board of Directors, each for a term of three years, as follows:

 

    

For

    

Withheld

    

Broker
Non-Votes

Marcia Z. Hefter

 

13,724,557 

 

206,869 

 

3,816,377 

Emanuel Arturi

 

13,712,649 

 

218,777 

 

3,816,377 

Rudolph J. Santoro

 

13,287,979 

 

643,447 

 

3,816,377 

Daniel Rubin

 

13,794,222 

 

137,204 

 

3,816,377 

 

Proposal 2 – Advisory, non-binding vote to approve executive compensation described in the Proxy Statement

The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the proxy statement, as follows:

 

 

 

For

    

13,140,709 

Against

 

533,063 

Abstain

 

257,654 

Broker non-votes

 

3,816,377 

 

Proposal 3 – Approval of the Bridge Bancorp, Inc. 2019 Equity Incentive Plan

The shareholders approved the proposal regarding the Bridge Bancorp, Inc. 2019 Equity Incentive Plan, as follows:

 

 

 

For

    

13,306,435 

Against

 

366,694 

Abstain

 

258,297 

Broker non-votes

 

3,816,377 

 

 


 

Proposal 4 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

The shareholders approved the ratification of Crowe LLP as Bridge Bancorp, Inc.’s independent registered public accounting firm for the year ending December 31, 2019, as follows:

 

 

 

For

    

17,595,945 

Against

 

83,934 

Abstain

 

67,924 

Broker non-votes

 

 

 

Item 9.01Financial Statements and Exhibits

 

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

 

   Exhibit No.Exhibit Description



   10.1Bridge Bancorp, Inc. 2019 Equity Incentive Plan (incorporated by reference to Appendix A to Bridge Bancorp, Inc.’s Definitive Proxy Statement, File No. 001-34096, filed April 1, 2019).

 

 

 


 

 

SIGNATURE

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.

 

 

 

 

BRIDGE BANCORP, INC.

 

 

 

 

 

 

DATE:  May 6, 2019

By:

/s/ Kevin M. O’Connor

 

 

Kevin M. O’Connor

 

 

President and Chief Executive Officer

 

 


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