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EX-99.1 - EXHIBIT 99.1 - Naugatuck Valley Financial Corp | v421876_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) October 8, 2015
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 000-54447 | 01-0969655 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | 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. |
A special meeting of shareholders of Naugatuck Valley Financial Corporation (“the Company”) was held on October 8, 2015. Of the 7,002,208 shares entitled to vote at this meeting, the final results for each of the matters submitted to a vote of shareholders at this meeting are as follows:
1. | Approval of the Agreement and the Plan of Merger, dated as of June 3, 2015, by and between Liberty Bank and Naugatuck Valley Financial Corporation. |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
5,209,115 | 90,837 | 22,871 | N/A |
2. | To approve, on a non-binding advisory basis, the compensation to be paid to the named executive officers of Naugatuck Valley Financial Corporation. |
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
4,552,113 | 642,583 | 128,127 | N/A |
Item 8.01. | Other Events. |
On October 13, 2015, the Company issued a press release announcing the receipt of shareholder approval of the pending merger of the Company with and into Liberty Bank. A copy of the press release is furnished as an exhibit hereto and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Number | Description | |
99.1 | Press Release dated October 13, 2015 |
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: October 13, 2015 | By: | /s/ William C. Calderara | |
William C. Calderara | |||
President and Chief Executive Officer |