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 18, 2017

 


 

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts
(State or other jurisdiction of
incorporation or organization)
  001-16767
(Commission
File Number)
  73-1627673
(I.R.S. Employer
Identification No.)

 

141 Elm Street

Westfield, Massachusetts 01085
(Address of principal executive offices, zip code)

 

Registrant's telephone number, including area code: (413) 568-1911

 

(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))

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 
 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On May 18, 2017, Western New England Bancorp, Inc. (the “Company) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 30,778,690 shares of common stock eligible to be voted at the Annual Meeting and 27,160,315 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.

 

There were four proposals submitted to the Company’s shareholders at the Annual Meeting.  The shareholders elected the nominees listed in Proposal 1, approved Proposals 2 and 4, and voted for “every 1 year” for Proposal 3. Proposals 1, 2, 3 and 4 are detailed in the Company’s Proxy Statement on Form 14A which was filed with the Securities and Exchange Commission on April 5, 2017. The final results of voting on each of the proposals are as follows:

 

Proposal 1:

 

Consideration and vote upon a proposal to elect five Directors of the Company for a three-year term expiring in 2020.

 

Nominee

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

Laura Benoit   21,327,002   462,424   45,247   5,325,642
Donna J. Damon   21,330,798   461,914   41,961   5,325,642
Lisa G. McMahon   21,322,925   465,940   45,808   5,325,642
Steven G. Richter   21,342,034   445,915   46,724   5,325,642
William J. Wagner   20,919,210   876,659   38,804   5,325,642

 

Consideration and vote upon a proposal to elect two Directors of the Company for a two year term expiring in 2019.

 

Nominee

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

Gary G. Fitzgerald   21,362,836   424,662   47,175   5,325,642
Paul C. Picknelly   21,360,647   434,700   39,326   5,325,642

 

Consideration and vote upon a proposal to elect two Directors of the Company for a one year term expiring in 2018.

 

Nominee

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

William D. Masse   21,391,388   404,747   38,538   5,325,642
Gregg F. Orlen   21,382,341   414,579   37,753   5,325,642

 

Proposal 2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

21,157,809   560,581   116,283   5,325,642

 

Proposal 3: Consideration and approval of a non-binding proposal on the frequency of the advisory vote concerning compensation of the Company’s named executive officers.

 

Every 1 Year

 

Every 2 Years

 

Every 3 Years

 

Vote Abstain

 

Broker Non-Votes

16,741,485   350,986   4,457,449   284,753   5,325,642

 

Proposal 4: Consider and vote upon a proposal for the ratification of the appointment by the Company’s Board of Directors of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

26,424,741   492,532   243,042  

 

 

 
 

 

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.

 

  WESTERN NEW ENGLAND BANCORP, INC.
   
   
  By: /s/ Guida R. Sajdak  
    Guida R. Sajdak
    Chief Financial Officer

 

Dated: May 18, 2017