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 21, 2015
United Financial Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Connecticut | 001-35028 | 27-3577029 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
45 Glastonbury Blvd, Suite 200, Glastonbury CT | 06033 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (860) 291-3600
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 annual meeting of the stockholders of United Financial Bancorp, Inc. (the “Company”) was held on May 21, 2015 (the “Annual Meeting”). There were 48,895,152 shares of Common Stock eligible to be voted at the Annual Meeting and 44,968,402 shares were represented at the meeting by the holders thereof, which constituted a quorum. The Meeting was adjourned to be reconvened on June 17, 2015 at 10:00 a.m. at the Company’s corporate headquarters in Glastonbury, Connecticut for the limited purpose of (1) approving the amendment of the Certificate of Incorporation to eliminate the 80% super majority vote on certain Certificate of Incorporation amendments, and (2) approving an amendment to the Certificate of Incorporation to allow for the conversion of the Company from the State of Connecticut to Delaware.
The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:
1. | Three Directors were re-elected at the Annual Meeting, Paula A. Aiello, Carol A. Leary and Kevin E. Ross to serve for four-year terms by the following vote: |
Director | For | Withheld | Non-Vote |
Paula A. Aiello | 36,788,095 | 1,663,952 | 6,516,355 |
Carol A. Leary | 36,898,510 | 1,553,537 | 6,516,355 |
Kevin E. Ross | 36,729,323 | 1,722,724 | 6,516,355 |
2. | Approval of the Company’s executive compensation as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in the Proxy Statement. |
For | Against | Abstain | Non-Vote |
31,829,503 | 6,270,579 | 351,965 | 6,516,355 |
3. | Approval to hold the advisory vote on executive compensation every year. |
One Year | Two Years | Three Years | Abstain | Non-Vote |
33,038,092 | 433,059 | 4,447,678 | 533,218 | 6,516,355 |
4. | Consideration of the amendment of the Certificate of Incorporation to eliminate the 80% super majority vote on certain Certificate of Incorporation amendments. |
For | Against | Abstain | Non-Vote |
36,329,962 | 1,898,251 | 223,834 | 6,516,355 |
5. | Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 120,000,000. |
For | Against | Abstain |
40,425,759 | 3,594,321 | 948,322 |
There were no broker non-votes on the proposal.
6. | Consideration of an amendment to the Certificate of Incorporation to allow for the conversion of the Company from the State of Connecticut to Delaware. |
For | Against | Abstain | Non-Vote |
36,444,661 | 1,820,187 | 187,199 | 6,516,355 |
7. | Ratification of the appointment of Wolf and Company, P.C. as independent auditors of the Company for the year ending December 31, 2015 was approved by the stockholders by the following vote: |
For | Against | Abstain |
43,978,635 | 768,139 | 221,628 |
There were no broker non-votes on the proposal.
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.
Dated: May 22, 2015 UNITED FINANCIAL BANCORP, INC.
Registrant
By: /s/ Eric R. Newell
Eric R. Newell
Executive Vice President/
Chief Financial Officer