UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 19, 2011
HUDSON CITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-26001 | 22-3640393 | ||
(State or other jurisdiction of in Company) |
(Commission File Number) |
(IRS Employer Identification No.) |
WEST 80 CENTURY ROAD
PARAMUS, NEW JERSEY 07652
(Address of principal executive offices, including zip code)
PARAMUS, NEW JERSEY 07652
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (201) 967-1900
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of shareholders of Hudson City Bancorp, Inc. (the Company) was held on April
19, 2011. As of the record date, there were a total of 526,691,508 shares of common stock
outstanding and entitled to vote at the annual meeting. At the annual meeting 424,822,751 shares
of common stock were represented in person or by proxy, therefore a quorum was present. The
following proposals were submitted by the Board of Directors to a vote of security holders and the
Companys independent inspectors of election reported the final results of the vote on each
proposal as follows:
Proposal 1 Election of Directors
Each of Ronald E. Hermance, Jr., William G. Bardel and Scott A. Belair were nominated to serve for
three-year terms expiring at the annual meeting of shareholders to be held in 2014, or when their
successors are otherwise duly elected and qualified. In addition, Cornelius E. Golding was
nominated to serve for a two-year term expiring at the annual meeting of shareholders to be held in
2013, or when his successor is otherwise duly elected and qualified. The four directors having
received the requisite vote of a majority of the votes cast, as indicated below, were elected as
directors of the Company.
Directors | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
Ronald E. Hermance, Jr. |
324,775,456 | 18,647,831 | 2,296,074 | 180,972,147 | ||||||||||||
William G. Bardel |
333,059,255 | 10,270,015 | 2,390,091 | 180,972,147 | ||||||||||||
Scott A. Belair |
329,710,157 | 13,652,209 | 2,356,995 | 180,972,147 | ||||||||||||
Cornelius E. Golding |
333,558,751 | 9,655,531 | 2,505,079 | 180,972,147 |
Proposal 2 The ratification of the appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2011
The shareholders were asked to ratify the appointment of KPMG LLP as the Companys independent
registered public accounting firm. The appointment was approved by the requisite vote of a
majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
408,276,878
|
13,538,268 | 3,007,605 | 101,868,757 |
Proposal 3 Adoption of the Hudson City Bancorp, Inc. Amended and Restated 2011 Stock Incentive
Plan
The shareholders were asked to approve the adoption of the Hudson City Bancorp, Inc. Amended and
Restated 2011 Stock Incentive Plan. This plan was approved by the requisite vote of a majority of
the shares represented in person or by proxy and entitled to vote, as indicated below.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
244,123,131 | 98,604,826 | 2,991,404 | 180,972,147 |
2
Proposal 4 Approval of a non-binding advisory proposal on named executive officer compensation.
The shareholders were asked to approve the compensation awarded to the Companys named executive
officers as set forth in the Companys proxy statement in a non-binding advisory vote. This
non-binding advisory proposal was approved by the requisite vote of a majority of the shares
represented in person or by proxy and entitled to vote, as indicated below.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
315,156,126 | 23,136,484 | 7,426,751 | 180,972,147 |
Proposal 5 Approval of a non-binding advisory proposal on the frequency of future advisory votes
on named executive officer compensation.
The shareholders were asked to consider and indicate their preference for, in a non-binding
advisory vote, the frequency of future non-binding advisory proposals on named executive officer
compensation. The choice that received the highest number of votes cast was a frequency of every
year for future non-binding advisory proposals on named executive officer compensation. The number
of votes cast with respect to this matter was as follows:
Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||
259,455,920 | 6,069,716 | 69,224,951 | 10,968,774 | 180,972,147 |
Proposal 6 Shareholder proposal regarding declassification of the Board of Directors.
A shareholder, The Nathan Cummings Foundation, requested that the shareholders be asked to vote on
a non-binding proposal to declassify the Board of Directors, and to require that, commencing no
later than the annual meeting to be held in 2013, all directors stand for election annually. This
proposal was approved by the requisite vote of a majority of the shares represented in person or by
proxy and entitled to vote, as indicated below. However, the proposal received approval by 49.8% of
the shares outstanding, which is less than the vote that would be needed to amend the Companys
Certificate of Incorporation and thereby effect the proposal.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
262,396,665 | 77,088,963 | 6,232,234 | 180,973,646 |
3
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.
Hudson City Bancorp, Inc. |
||||
By: | /s/ Anthony J. Fabiano | |||
Anthony J. Fabiano | ||||
Senior Vice President | ||||
Dated: April 21, 2011
4