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EX-99.1 - EX-99.1 - Georgetown Bancorp, Inc.a12-15435_1ex99d1.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 25, 2012

 

GEORGETOWN  BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Federal

 

0-51102

 

20-2107839

(State or Other Jurisdiction

of Incorporation)

 

(Commission File No.)

 

(I.R.S. Employer

Identification No.)

 

2 East Main Street, Georgetown, MA

 

01833

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  978-352-8600

 

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):

 

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

 

(a)                                  The Special Meeting of Stockholders of Georgetown Bancorp, Inc. (the “Company”) was held on June 25, 2012.

 

(b)                                 There were 2,694,341 shares of common stock of the Company eligible to be voted at the Special Meeting and 1,347,171 shares represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.

 

The items voted upon at the Special Meeting and the vote for each proposal were as follows:

 

1.                                 The approval of the Plan of Conversion and Reorganization.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

2,211,076

 

13,934

 

1,090

 

0

 

 

2.                                 The approval of the adjournment of the special meeting if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

2,166,976

 

10,684

 

48,440

 

0

 

 

3A.                       Approval of a provision in New Georgetown’s articles of incorporation requiring a super-majority vote to approve certain amendments to New Georgetown’s articles of incorporation;

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1,999,970

 

225,040

 

1,090

 

0

 

 

3B.        Approval of a provision in New Georgetown’s articles of incorporation requiring a super-majority vote of shareholders to approve shareholder-proposed amendments to New Georgetown’s bylaws;

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1,989,470

 

225,540

 

11,090

 

0

 

 

3C.        Approval of a provision in New Georgetown’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Georgetown’s outstanding voting stock;

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

1,996,299

 

228,711

 

1,090

 

0

 

 

(c)                                  Not applicable

 

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Item 8.01.                                        Other Events

 

On June 25, 2012, Georgetown Bancorp, Inc. (“Georgetown-Federal”) announced that Georgetown Savings Bank’s depositors and Georgetown-Federal’s stockholders each approved the Plan of Conversion and Reorganization pursuant to which Georgetown Bancorp, MHC will convert to a stock holding company form of organization.  Georgetown Bancorp, Inc., the proposed stock holding company for the Bank, also announced the results of its offering of shares of common stock in connection with the conversion.

 

A copy of the press release is included as exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated June 25, 2012

 

3



 

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.

 

 

 

GEORGETOWN  BANCORP, INC.

 

 

 

 

 

 

DATE: June 26, 2012

By:

/s/ Joseph W. Kennedy

 

 

Joseph W. Kennedy

 

 

Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated June 25, 2012

 

5