Attached files

file filename
EX-99.1 - ConnectOne Bancorp, Inc.c77949_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): June 24, 2014

 

CENTER BANCORP, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

 

New Jersey 000-11486 52-1273725
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

 

2455 Morris Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (800) 862-3683

 

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):

 

[ ]      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 Mattes to a Vote of Security Holders.

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Center Bancorp, Inc. (“Center” or the “Company”) was held on June 24, 2014. The matters considered and voted on by the Company’s shareholders at the Annual Meeting and the votes of the shareholders for each matter were as follows:

 

1. To approve an Agreement and Plan of Merger, dated as of January 20, 2014, by and between the Company and ConnectOne Bancorp, Inc. (“ConnectOne”), providing for the merger of ConnectOne with and into Center and the automatic conversion of all of the outstanding common stock of ConnectOne into shares of Center common stock at an exchange ratio of 2.6:1:

 

 

For Against Abstain Broker Non-votes
13,343,891 213,036 174,847 1,629,633

 

2. To approve the adoption of an amended and restated certificate of incorporation that will increase Center’s authorized shares of common stock from 25,000,000 to 50,000,000 and change Center’s name, upon consummation of the merger, to “ConnectOne Bancorp, Inc.”.

 

For Against Abstain Broker Non-votes
13,175,708 246,735 309,331 1,629,633

 

3. To approve a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger:

 

For Against Abstain Broker Non-votes
12,969,056 705,231 57,487 1,629,633

 

 

4. To elect nine director nominees:

 

Nominee: For Authority Withheld Broker Non-votes
Alexander Bol 13,339,901 391,873 1,629,633
Frederick Fish 13,327,607 404,167 1,629,633
Howard Kent 13,359,576 372,198 1,629,633
Nicholas Minoia 13,330,290 401,484 1,629,633
Harold Schechter 13,322,526 409,248 1,629,633
Lawrence B. Seidman 13,216,171 515,603 1,629,633
William Thompson 13,263,591 468,183 1,629,633
Raymond Vanaria 13,325,209 406,565 1,629,633
Anthony C. Weagley 13,390,249 341,525 1,629,633

 

 

5. To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2014:

 

For Against Abstain Broker Non-votes
15,189,246 68,289 103,872 0
-2-
 

6. To approve, on an advisory basis, certain compensation payable as a result of the consummation of the proposed merger.

 

For Against Abstain Broker Non-votes
10,646,920 2,733,148 351,706 1,629,633

 

 

7. To approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the joint proxy statement and prospectus circulated in connection with the Company’s Annual Meeting:

 

For Against Abstain Broker Non-votes
12,898,800 521,161 311,813 1,629,633

 

 

Item 8.01 Other Events.

 

On June 24, 2014, Center and ConnectOne disseminated a joint press release announcing that the Agreement and Plan of Merger, dated January 20, 2014 and filed with the Commission on January 21, 2014 as an exhibit to Center’s Form 8-K, has been approved by the shareholders of each company. A copy of the June 24, 2014 joint press release is included as Exhibit 99.1 hereto.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)      Exhibits:

 

Exhibit 99.1            Press Release, dated June 24, 2014.

 

-3-
 


SIGNATURE

 

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.

 

  CENTER BANCORP, INC.
     
  By:  /s/ Anthony C. Weagley
     
  Name:   Anthony C. Weagley
  Title: President and Chief Executive Officer

 

Dated: June 24, 2014

-4-
 

EXHIBIT INDEX

 

 

Exhibit 99.1            Press Release, dated June 24, 2014.

 

-5-