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EX-99.1 - PRESS RELEASE - United Financial Bancorp, Inc.d338100dex991.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): April 19, 2012

 

 

UNITED FINANCIAL BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   000-52947   74-3242562

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

95 Elm Street, West Springfield, Massachusetts   01089
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (413) 787-1700

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 (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 2.02 Results of Operations and Financial Condition.

On April 20, 2012, United Financial Bancorp, Inc. (the “Company”) issued a press release disclosing its financial results for the three months ended March 31, 2012. The Company also announced a quarterly dividend payment of $0.09 per share payable on June 4, 2012 to shareholders of record as of May 11, 2012. A copy of the press release is included as Exhibit 99.1 to this report.

The information in the preceding paragraph, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

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

On April 19, 2012, Thomas Themistos retired from the Boards of the Company and its wholly-owned subsidiary, United Bank (the “Bank”) in accordance with the Company’s age limitation provisions. Mr. Themistos will continue as a Director Emeritus.

 

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

The annual meeting of the stockholders of the Company was held on April 19, 2012. The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:

 

  1. The following individuals were elected as directors, each for a three-year term by the following vote:

 

     FOR      WITHHELD      BROKER
NON-VOTES
 

Kevin E. Ross

     12,445,228         182,541         1,276,476   

Robert A. Stewart

     12,445,432         182,337         1,276,476   

 

  2. The appointment of Wolf and Company, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified by the stockholders by the following vote:

 

FOR      AGAINST      ABSTENTIONS  
  13,827,489         38,623         5,174   

 

  3. An advisory vote was taken on the compensation of the Company’s named executive officers as disclosed in the proxy statement and the vote was as follows:

 

FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
 
  12,280,350         244,466         102,953         1,243,517   

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Not Applicable.


(b) Not Applicable.

 

(c) Not Applicable.

 

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release dated April 20, 2012.


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.

 

    UNITED FINANCIAL BANCORP, INC.
DATE: April 20, 2012   By:  

/s/ Mark A. Roberts

    Mark A. Roberts
    Executive Vice President and Chief Financial Officer