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

 

 

 

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 13, 2020

______________________

Salisbury Bancorp, Inc.

(Exact name of registrant as specified in its charter)

______________________

 

Connecticut

(State of other jurisdiction

of incorporation)

 

000-24751

(Commission

File Number)

 

06-1514263

(IRS Employer

Identification No.)

 

 

5 Bissell Street, Lakeville, Connecticut

(Address of principal executive offices)

 

06039

(Zip Code)

 

   
Registrant’s telephone number, including area code: (860) 435-9801
   
(Former name or former address, if changed since last report)
         

______________________

 

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.10 par value per share SAL NASDAQ

 

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:

      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. □

 

   

 

 

 

 

Section 5. Corporate Governance and Management

 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

 

(b)       Effective May 13, 2020, Michael D. Gordon retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Mr. Gordon, age 74, has served on the Board of Directors of the Company and the Bank since 2014. Mr. Gordon’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

(b)       Effective May 13, 2020, Polly Diane Hoe retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Ms. Hoe, age 75, has served on the Board of Directors of the Company and the Bank since 2014. Ms. Hoe’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

 

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

 

The 2020 Annual Meeting of Shareholders (“Annual Meeting”) of the Company, was held on Wednesday, May 13, 2020. On the record date of March 16, 2020, there were 2,829,017 shares issued, outstanding and eligible to vote, of which 2,242,844 shares, or 79.27%, were represented at the Annual Meeting either in person or by proxy.

 

The results of matters voted upon are presented below:

 

1.Three (3) directors were elected by the shareholders to serve as directors of Salisbury for a three-year term; two (2) directors were elected to serve for a two-year term; and one (1) director was elected to serve for a one-year term, who along with the four (4) directors whose terms do not expire at this meeting, will constitute the full Board of Directors of Salisbury:

 

  Term Votes For Votes Withheld Broker Non-votes
George E. Banta 3 years 1,605,286 19,680 617,878
Richard J. Cantele, Jr. 3 years 1,609,338 15,628 617,878
Grace E. Schalkwyk 3 years 1,610,099 14,867 617,878
Nancy F. Humphreys 2 years 1,603,551 21,415 617,878
Neila B. Radin 2 years 1,610,099 14,867 617,878
Charles M. Andola 1 year 1,593,286 31,680 617,878
         

 

2.The ratification of the appointment of Baker Newman & Noyes, P.A., LLC as the independent registered public accounting firm for Salisbury for the fiscal year ending December 31, 2020.

 

Votes For Votes Against Abstentions  
2,232,666 4,238 5,940  

 

3.The non-binding advisory vote on the compensation of the named executive officers.

 

Votes For Votes Against Abstentions Broker Non-votes
1,552,398 29,512 43,056 617,878
       
 
 

 

 

 

 

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.

Salisbury Bancorp, Inc.

Date: May 14, 2020

 

By:

/s/ Richard J. Cantele, Jr.

Richard J. Cantele, Jr.

President and Chief Executive Officer

     

 

 

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