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EX-3.2 - EX-3.2 - MERIDIAN INTERSTATE BANCORP INC | d355614dex32.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): May 16, 2012
MERIDIAN INTERSTATE BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Massachusetts | 001-33898 | 20-4652200 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
10 Meridian Street, East Boston, Massachusetts | 02128 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 567-1500
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective May 16, 2012, the Board of Directors of Meridian Interstate Bancorp, Inc. (the Company) approved an amendment to Article 3, Section 4 of its Bylaws whereby no non-employee shall be qualified to serve as a Director after December 31 of the year in which he or she attained the age of 75 years. This amendment is included in the Amended and Restated Bylaws of Meridian Interstate Bancorp, Inc. attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of Stockholders of Meridian Interstate Bancorp, Inc. held on May 16, 2012, the Companys stockholders voted on the following matters:
1. | The election of the following four (4) individuals to serve on the Companys Board of Directors for three-year terms and until their successors have been duly elected: |
NAME |
FOR |
WITHHELD |
BROKER NON-VOTES | |||
Marilyn A. Censullo |
19,886,796 | 750,585 | 1,006,812 | |||
Richard J. Gavegnano |
20,518,732 | 118,649 | 1,006,812 | |||
Edward L. Lynch |
20,326,075 | 311,306 | 1,006,812 | |||
Gregory F. Natalucci |
19,904,622 | 732,759 | 1,006,812 |
2. | The ratification of the appointment of Wolf & Company, P.C. as independent registered public accounting firm of the Company for the year ending December 31, 2012: |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
21,634,042 |
5,011 | 5,140 | |
3. | An advisory (non-binding) resolution to approve the Companys executive compensation as described in the proxy statement: |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
20,451,727 |
161,518 | 24,136 | 1,006,812 |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit 3.2 Amended and Restated Bylaws of Meridian Interstate Bancorp, Inc.
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.
MERIDIAN INTERSTATE BANCORP, INC. | ||||||
DATE: May 17, 2012 | By: | /s/ Mark L. Abbate | ||||
Mark L. Abbate | ||||||
Senior Vice President, Treasurer and Chief Financial Officer |