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Section 1: 8-K (CURRENT REPORT)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 14, 2019   

Western New England Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter) 

 

 
 Massachusetts   001-16767   73-1627673

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

   

 

141 Elm Street, Westfield, Massachusetts, 01085

(Address of Principal Executive Offices, and Zip Code)

 

(413) 568-1911

Registrant’s Telephone Number, Including Area Code

  

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

 

 

Pre-commencement communication 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. ☐

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, $0.01 par value per share WNEB NASDAQ

 

 
 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On May 14, 2019, Western New England Bancorp, Inc., (the “Company) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 27,003,929 shares of common stock eligible to be voted at the Annual Meeting and 24,590,930 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.

 

There were three proposals submitted to the Company’s shareholders at the Annual Meeting.  The shareholders elected the nominees listed in Proposal 1 and approved Proposals 2 and 3. Proposals 1, 2 and 3 are detailed in the Company’s Proxy Statement on Form 14A which was filed with the Securities and Exchange Commission on April 2, 2019. The final results of voting on each of the proposals are as follows:

 

Proposal 1: Consideration and vote upon a proposal to elect four Directors of the Company for a three-year term expiring in 2022.

 

Nominee

 

Votes For

 

Votes Witheld

 

Broker Non-Votes

Gary G. Fitzgerald   18,700,444   815,808   5,074,678
Paul C. Picknelly   18,942,490   573,762   5,074,678
Kevin M. Sweeney   18,363,048   1,153,204   5,074,678
Christos A. Tapases   19,007,982   508,270   5,074,678

 

Proposal 2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

17,872,434   1,353,833   289,890   5,074,773

 

 

Proposal 3: Consider and vote upon a proposal for the ratification of the appointment by the Company’s Board of Directors of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

23,779,250   728,465   83,215  

 

 
 

 

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.

 

 

  WESTERN NEW ENGLAND BANCORP, INC.
   
   
   
  By: /s/ Guida R. Sajdak
    Guida R. Sajdak
    Chief Financial Officer

     

Dated: May 14, 2019

 

 

 

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