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 7, 2013
ONEIDA FINANCIAL CORP.
(Exact Name of Registrant as Specified in its charter)
| Maryland | 001-34813 | 80-0632920 | ||
|
(State or Other Jurisdiction) |
(Commission |
(I.R.S. Employer |
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 5.07 | Submission of Matters to a Vote of Security Holders |
On May 7, 2013, 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, an advisory, non-binding resolution to approve the Company’s executive compensation as described in the Company’s proxy materials, and an advisory, non-binding resolution with respect to the frequency that stockholders will vote on the Company’s executive compensation. A breakdown of votes cast is set forth below.
| Broker | ||||||||||||||
| 1. | The election of directors: | For | Withheld | non-votes | ||||||||||
| John E. Haskell | 4,250,017 | 49,134 | 1,643,950 | |||||||||||
| Michael R. Kallet | 4,248,895 | 50,256 | 1,643,950 | |||||||||||
| Nancy E. Ryan | 4,253,082 | 46,069 | 1,643,950 | |||||||||||
| John A. Wight, M.D. | 4,250,754 | 46,069 | 1,643,950 | |||||||||||
| 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, 2013. |
| For | Against | Abstain | Broker non-votes | |||||||||||
| 5,884,066 | 36,696 | 22,339 | — | |||||||||||
| 3. | An advisory, non-binding resolution to approve the Company’s executive compensation as described in the Company’s proxy statement. |
| For | Against | Abstain | Broker non-votes | |||||||||||
| 4,074,337 | 133,632 | 91,182 | 1,643,950 | |||||||||||
| 4. | An advisory, non-binding resolution with respect to the frequency that stockholders will vote on the Company’s executive compensation. |
| One Year | Two Years | Three Years | Abstain | Broker non-votes | ||||||||||||||
| 4,051,295 | 41,501 | 55,593 | 150,762 | 1,643,950 | ||||||||||||||
| 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
None.
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 13, 2013 | By: | /s/ Michael R. Kallet |
| Michael R. Kallet | ||
| President and Chief Executive Officer |