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): May 8, 2012
ONEIDA FINANCIAL CORP.
(Exact Name of Registrant as Specified in its charter)
| Maryland | 001-34813 | 80-0632920 | ||
| (State or Other Jurisdiction) of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
| 182 Main Street, Oneida, New York 13421-1676 | ||||
| (Address of Principal Executive Offices) | ||||
(315) 363-2000
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 8, 2012, the stockholders of Oneida Financial Corp. (the “Company”) approved the Oneida Financial Corp. 2012 Equity Incentive Plan, which provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company. A description of the material terms of the plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 22, 2012. A copy of the plan is being filed as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 8, 2012, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of directors, the ratification of independent registered public accountants and the approval of the 2012 Equity Incentive Plan. A breakdown of votes cast is set forth below.
| Broker | |||||||||||||
| 1. | The election of directors: | For | Withheld | non-votes | |||||||||
| Patricia D. Caprio | 4,683,016 | 35,487 | 1,434,684 | ||||||||||
| Ralph L. Stevens, MD | 4,600,649 | 117,854 | 1,434,684 | ||||||||||
| Frank O. White, Jr. | 4,677,390 | 41,113 | 1,434,684 | ||||||||||
2. The ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
| For | Against | Abstain | Broker non-votes | |||||||||||
| 6,050,989 | 57,742 | 44,456 | — | |||||||||||
3. The approval of the Oneida Financial Corp. 2012 Equity Incentive Plan.
| For | Against | Abstain | Broker non-votes | |||||||||||
| 4,462,503 | 189,342 | 66,658 | 1,434,684 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits |
| (a) | No financial statements of businesses acquired are required. |
| (b) | No pro forma financial information is required. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Oneida Financial Corp. 2012 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 22, 2012 (File No. 001-34813)) |
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.
| ONEIDA FINANCIAL CORP. | ||
| DATE: May 11, 2012 | By: | /s/ Michael R. Kallet |
| Michael R. Kallet | ||
| President and Chief Executive Officer |