Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Naugatuck Valley Financial Corp | dex991.htm |
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) June 24, 2011
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| United States | 0-50876 | 65-1233977 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 333 Church Street, Naugatuck, Connecticut | 06770 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(203) 720-5000
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
(a) The annual meeting of stockholders of Naugatuck Valley Financial Corporation (the “Company”) was held on June 24, 2011.
(b) The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:
| 1. | The plan of conversion and reorganization was approved by the following vote: |
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 6,052,674 |
32,575 | 3,702 | 505,358 |
| 2a. | The informational proposal concerning the provision in new Naugatuck Valley Financial’s articles of incorporation requiring a super-majority vote to approve certain amendments to New Naugatuck Valley Financial’s articles of incorporation. |
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 5,805,103 |
271,154 | 12,733 | 505,358 |
| 2b. | The informational proposal concerning the provision in new Naugatuck Valley Financial Corporation’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of new Naugatuck Valley Financial Corporation’s outstanding voting stock. |
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 5,777,858 |
297,279 | 13,891 | 505,358 |
| 3. | The following individuals were elected as directors, for the term reflected below, by the following vote. |
| Name | Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| For a term of three years: |
||||||||||||
| Carlos S. Batista |
6,016,673 | 72,369 | 505,358 | |||||||||
| John C. Roman |
6,040,124 | 48,917 | 505,358 | |||||||||
| Camilo P. Vieira |
6,037,512 | 51,529 | 505,358 | |||||||||
| 4. | The appointment of Whittlesey & Hadley, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified by the stockholders by the following vote: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 6,467,099 |
80,813 | 46,386 |
There were no broker non-votes on the proposal.
| Item 8.01 | Other Events |
On June 24, 2011, the Company announced that the Company’s Plan of Conversion and Reorganization was approved by members of Naugatuck Valley Mutual Holding Company and by the shareholders of the Company at separate meetings held on that date. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Number |
Description | |
| 99.1 | Press Release dated June 24, 2011 | |
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 thereunto duly authorized.
| NAUGATUCK VALLEY FINANCIAL CORPORATION | ||||||
| Date: June 27, 2011 | By: | /s/ John C. Roman | ||||
| John C. Roman | ||||||
| President and Chief Executive Officer | ||||||