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 20, 2014
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 333-167482 | 01-0969655 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
333 Church Street, Naugatuck, Connecticut | 06770 | |
(Address of principal executive offices) | (Zip Code) |
(203) 720-5000
(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:
¨ 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 |
On May 20, 2014, the 2014 Annual Meeting of Stockholders of Naugatuck Valley Financial Corporation (the “Company”) was held at the Company’s main office at 333 Church Street, Naugatuck, Connecticut at 10:00 a.m., local time (the “Annual Meeting”). The matters considered and voted on by the shareholders at the Annual Meeting and the vote of the shareholders were as follows:
Proposal 1 – Election of Directors
The following individuals were elected as directors, each for a three-year term, by the following vote:
For | Withheld | Broker Non Votes | ||||
Carlos S. Batista | 3,238,784 | 1,008,195 | 1,979,522 | |||
William C. Calderara | 3,592,148 | 653,834 | 1,980,519 | |||
J. Allen Kosowsky | 3,593,448 | 652,534 | 1,980,519 |
Proposal 2 – Ratification of the Independent Registered Public Accounting Firm
The appointment of McGladrey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified by the shareholders by the following vote:
For | Against | Abstention | Broker Non Votes | |||
5,844,416 | 334,142 | 47,898 | N/A |
Proposal 3 — A non-binding proposal to give advisory approval of the Company’s executive compensation as described in the proxy statement
The proposal regarding the compensation of the named executive officers as disclosed in the proxy statement was approved by the shareholders by the following vote:
For | Against | Abstention | Broker Non Votes | |||
3,281,327 | 740,562 | 225,090 | 1,979,522 |
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 thereunto duly authorized.
NAUGATUCK VALLEY FINANCIAL CORPORATION | ||
Date: May 22, 2014 | By: | /s/ William C. Calderara |
William C. Calderara President and Chief Executive Officer |