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Section 1: 8-K (8-K)















Date of Report (Date of Earliest Event Reported): May 18, 2020



Randolph Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)




Massachusetts   001-37780   81-1844402
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification Number

10 Cabot Place, Stoughton, Massachusetts 02072

(Address of principal executive offices)

(877) 963-2100

(Registrant’s telephone number, including area code)



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))

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, par value $0.1 per share    RNDB    The NASDAQ Stock Market LLC

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.  ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2020, at the Annual Meeting of Shareholders of Randolph Bancorp, Inc. (the “Company”) (the “Annual Meeting”), there were present by proxy 4,990,503 shares of the Company’s common stock, representing approximately 91.25% of the total outstanding eligible votes. The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.

1. Election of three persons to the Board of Directors as Class I Directors, each to serve a three-year term and until his or her successor is elected and qualified:


     For      Withheld      Broker

William M. Parent

     3,408,203        104,718        1,477,582  

Richard C. Pierce, Esq.

     3,281,889        231,032        1,477,582  

Janis E. Wentzell

     3,315,351        197,570        1,477,582  

2. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:







4,721,821    220,566    48,116


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.


Randolph Bancorp, Inc.

/s/ William M. Parent

  William M. Parent
  President and Chief Executive Officer

Date: May 19, 2020

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