Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - NEWBRIDGE BANCORP | v378950_ex99-1.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 14, 2014
| NEWBRIDGE BANCORP |
(Exact
Name of Registrant as Specified in Charter)
| North Carolina | 000-11448 | 56-1348147 |
| State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
| 1501 Highwoods Boulevard, Suite 400, Greensboro North Carolina | 27410 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
(336) 369-0900
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)) |
INDEX
| Page | |
| Item 5.07 – Submission of Matters to a vote of Securityholders | 3 |
| Item 7.01 - Regulation FD Disclosure | 4 |
| Item 9.01 – Financial Statements and Exhibits | 4 |
| Signatures | 5 |
| 2 |
| ITEM 5.07 | SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS |
On May 14, 2014, at the Annual Meeting of the Company’s shareholders, a total of 18,005,905 shares of Class A Common Stock, or 71.16 percent of the eligible voting shares, were voted. The following proposals were voted on by shareholders:
Proposal 1
To elect 17 persons who will serve as members of the Board of Directors until the 2015 Annual Meeting of Shareholders or until their successors are duly elected and qualified:
| Nominee | For | Against or Withheld |
Abstentions | Broker Non-Votes |
||||||||||||
| Michael S. Albert | 15,250,336 | 159,884 | 64,906 | 2,530,779 | ||||||||||||
| Robert A. Boyette | 15,269,290 | 112,281 | 93,555 | 2,530,779 | ||||||||||||
| J. David Branch | 15,253,684 | 130,619 | 90,823 | 2,530,779 | ||||||||||||
| C. Arnold Britt | 15,241,826 | 175,389 | 57,911 | 2,530,779 | ||||||||||||
| Robert C. Clark | 15,254,383 | 130,737 | 90,006 | 2,530,779 | ||||||||||||
| Alex A. Diffey, Jr. | 15,214,504 | 169,798 | 90,824 | 2,530,779 | ||||||||||||
| Barry Z. Dodson | 15,234,439 | 151,864 | 88,823 | 2,530,779 | ||||||||||||
| Donald P. Johnson | 15,204,598 | 177,028 | 93,500 | 2,530,779 | ||||||||||||
| Joseph H. Kinnarney | 15,207,343 | 186,543 | 81,240 | 2,530,779 | ||||||||||||
| Michael S. Patterson | 15,257,217 | 125,099 | 92,810 | 2,530,779 | ||||||||||||
| Pressley A. Ridgill | 15,209,779 | 172,726 | 92,621 | 2,530,779 | ||||||||||||
| Mary E. Rittling | 15,278,867 | 125,560 | 70,699 | 2,530,779 | ||||||||||||
| E. Reid Teague | 15,232,818 | 152,485 | 89,823 | 2,530,779 | ||||||||||||
| Richard A. Urquhart, III | 15,265,685 | 118,499 | 90,942 | 2,530,779 | ||||||||||||
| G. Alfred Webster | 15,276,452 | 99,635 | 99,039 | 2,530,779 | ||||||||||||
| Kenan C. Wright | 15,230,128 | 154,439 | 90,559 | 2,530,779 | ||||||||||||
| Julius S. Young | 15,196,605 | 180,324 | 98,007 | 2,530,779 | ||||||||||||
Accordingly, all of the above-named nominees were duly elected.
Proposal 2
To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:
| For | Against or Withheld |
Abstentions | Broker Non-Votes |
| 17,787,977 | 186,653 | 31,276 | 0 |
Accordingly, this proposal was approved.
| 3 |
Proposal 3
To consider and approve an advisory (non-binding) proposal on executive compensation:
| For | Against or Withheld |
Abstentions | Broker Non-Votes |
| 14,239,260 | 1,015,262 | 220,604 | 2,530,779 |
Accordingly, this proposal was approved.
Proposal 4
To consider and approve an advisory (non-binding) proposal on the frequency of future advisory (non-binding) votes on executive compensation:
|
One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes |
| 13,229,625 | 168,217 | 1,877,001 | 200,283 | 2,530,779 |
Accordingly, the shareholders of the Company recommended that future (non-binding) votes on executive compensation be held annually.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
The Company hereby furnishes its slide presentation, as presented at the Annual Meeting of the Company’s shareholders on May 14, 2014. A copy of the slide presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit |
| Exhibit 99.1 | NewBridge Bancorp slide presentation, as presented at the Annual Meeting of the Company’s shareholders on May 14, 2014. |
| 4 |
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.
| NEWBRIDGE BANCORP | |||
|
|
| ||
| Dated: May 16, 2014 | By: | /s/ Ramsey K. Hamadi | |
| Ramsey K. Hamadi | |||
| Senior Executive Vice President and | |||
| Chief Financial Officer | |||
| 5 |