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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): September 25, 2019

 

PROVIDENT BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Massachusetts   001-37504   45-3231576

(State or Other Jurisdiction

of Incorporation)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

5 Market Street, Amesbury, Massachusetts   01913
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:    (978) 834-8555

 

Not Applicable

(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 (17CFR 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, no par value per share   PVBC   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 x

 

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. x

 

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders  

 

(a)      A special meeting of the stockholders of Provident Bancorp, Inc., a Massachusetts corporation (“Old Provident”), was held on September 25, 2019 to consider and vote upon the Plan of Conversion of Provident Bancorp, a mutual holding company (the “MHC”), and to consider and vote on related matters.

 

(b)      The specific matters considered and voted on by the stockholders at the special meeting and the votes of the stockholders were as follows:

 

Proposal No. 1

 

The approval of a Plan of Conversion whereby the MHC and Old Provident will convert and reorganize from the mutual holding company structure to the stock holding company structure.

 

For

Against

Abstain

Broker

Non-Votes

8,560,249 9,008 1,533

 

Proposal No. 2

 

The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the Plan of Conversion.

 

For

Against

Abstain

Broker

Non-Votes

8,397,490 171,511 1,789

 

 

Item 9.01Financial Statements and Exhibits

 

Not applicable.

 

 

 

  

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.

  

   

PROVIDENT BANCORP, INC.

 

 

 
DATE: September 26, 2019 By: /s/ Carol L. Houle  
    Carol L. Houle  
    Executive Vice President and Chief Financial Officer  

 

 

 

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