UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 15, 2013
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NEWPORT BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Maryland
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0-51856
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20-4465271
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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100 Bellevue Avenue, Newport, Rhode Island
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02840
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (401) 847-5500
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:
[ ] 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 5.07. Submission of Matters to a Vote of Security Holders
The 2013 Annual Meeting of Stockholders of Newport Bancorp, Inc. (the “Company”) was held on August 15, 2013 (the “Annual Meeting”). There were 3,544,722 shares entitled to be voted at the meeting. The matters voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders was as follows:
Proposal No. 1
The approval of the Agreement and Plan of Merger, dated as of March 5, 2013, by and between SI Financial Group, Inc. and Newport Bancorp, Inc. pursuant to which Newport Bancorp, Inc. will merge with and into SI Financial Group, Inc.
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For
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Against
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Abstain
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Broker Non-Votes
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Number of shares voted
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2,862,715
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51,918
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9,968
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368,657
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Percentage of all shares entitled to vote
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80.8%
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1.5%
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0.3%
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10.4%
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Proposal No. 2
The proposal to adjourn the annual meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the Agreement and Plan of Merger.
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For
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Against
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Abstain
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Broker Non-Votes
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Number of shares voted
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3,151,910
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120,407
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20,941
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0
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Percentage of all shares voted for or against
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96.3%
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3.7%
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Proposal No. 3
The non-binding, advisory resolution approving the compensation payable to the named executive officers of the Company in connection with the merger.
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For
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Against
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Abstain
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Broker Non-Votes
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Number of shares voted
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2,729,461
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138,443
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56,698
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368,657
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Percentage of all shares voted for or against
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95.2%
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4.8%
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Proposal No. 4
The election of two directors, each to serve as directors of the Company for a term of three years and until his successor has been elected and qualified.
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For
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Withheld
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Broker Non-Votes
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William R. Harvey
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2,679,786
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244,815
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368,657
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Kevin M. McCarthy
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2,824,901
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99,700
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368,657
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Proposal No. 5
The ratification of the appointment of Wolf & Company, P.C. as independent auditors for the Company for the year ending December 31, 2013.
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For
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Against
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Abstain
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Number of shares voted
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3,191,917
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70,292
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31,049
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Percentage of all shares voted for or against
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97.8
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2.2
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Proposal No. 6
The non-binding, advisory resolution approving the compensation payable to the named executive officers of the Company.
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For
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Against
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Abstain
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Broker Non-Votes
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Number of shares voted
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2,785,415
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86,605
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52,581
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368,657
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Percentage of all shares voted for or against
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97.0
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3.0
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Proposal No. 7
The non-binding advisory vote on the frequency of the advisory vote on the compensation payable to the named executive officers of the Company.
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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Number of shares voted
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2,696,649
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15,511
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123,805
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80,564
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368,657
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Percentage of all shares voted
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94.8%
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0.5%
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4.4%
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Item 8.01. Other Events.
On August 15, 2013, the Company’s stockholders approved the Agreement and Plan of Merger, dated as of March 5, 2013, by and between SI Financial Group, Inc. and the Company pursuant to which the Company will merge with and into SI Financial Group, 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.
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NEWPORT BANCORP, INC.
(Registrant)
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DATE: August 16, 2013
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By: /s/ Bruce A. Walsh
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Bruce A. Walsh
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Executive Vice President and Chief
Financial Officer
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