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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 23, 2019




(Exact name of Company as specified in its charter)


New Jersey 000-11486 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  (844) 266-2548


[ ] 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 (§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. [ ]


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 CNOB NASDAQ





Item 5.07Submission of Matters to a Vote of Security Holders


On May 23, 2019, 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 22, 2019.


On April 8, 2019, the record date for the Annual Meeting, there were a total of 35,447,379 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 32,662,406 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  26,599,374  304,056  5,758,976
FRANK W. BAIER  26,638,396  265,034  5,758,976
ALEXANDER A. BOL  26,633,606  269,824  5,758,976
STEPHEN T. BOSWELL  26,174,756  728,674  5,758,976
KATHERIN NUKK-FREEMAN  26,652,119  251,311  5,758,976
FRANK HUTTLE III  25,834,622  1,068,808  5,758,976
MICHAEL KEMPNER  26,623,754  279,676  5,758,976
NICHOLAS MINOIA  26,174,537  728,893  5,758,976
JOSEPH PARISI JR.  26,635,032  268,398  5,758,976
DANIEL RIFKIN  26,650,398  253,032  5,758,976
WILLIAM A. THOMPSON  26,117,284  786,146  5,758,976







Proposal 2: The vote upon a non-binding resolution approving the compensation of the Company’s executive officers.


For: 25,297,845 ; Against: 1,337,891; Abstentions: 267,694; Broker Non-Votes: 5,758,976


Proposal 3: The ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2019 was approved. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions was as follows:


For: 32,467,804;  Against: 136,655;  Abstentions: 57,947.
















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 23, 2019   By: /s/  William S. Burns__________  
                WILLIAM S. BURNS  
                Executive Vice President and  
                Chief Financial Officer  






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