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EX-99.1 - EXHIBIT 99.1 - Wellesley Bancorp, Inc.tv495015_ex99-1.htm
EX-99.2 - EXHIBIT 99.2 - Wellesley Bancorp, Inc.tv495015_ex99-2.htm




Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 23, 2018



(Exact Name of Registrant as Specified in Its Charter)



(State or other jurisdiction of

incorporation or organization)




File Number)



(IRS Employer

Identification No.)


40 Central Street, Wellesley, Massachusetts, 02482

(Address of principal executive offices) (Zip Code)


(781) 235-2550

(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(d) On May 23, 2018, the stockholders of Wellesley Bancorp, Inc. (the “Company”) elected Garry R. Holmes to the Board of Directors of the Company. Mr. Holmes is expected to serve on the Bank’s Compensation, Nominating and Corporate Governance and Loan/Security Committees. As an independent director, Mr. Holmes will receive the customary fees and benefits for her service on the Company’s Board of Directors, the Bank’s Board of Directors and the Committees thereof.


There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Holmes had or will have a direct or indirect material interest.


A copy of the press release announcing Mr. Holmes’ election to the Board of Directors is included as Exhibit 99.1 and incorporated herein by reference.


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


The annual meeting of the shareholders of the Company was held on May 23, 2018. The final results for each of the matters submitted to a vote of shareholders at the annual meeting are as follows:


1.The following individuals were elected as directors, each for a three-year term, by the following vote:


Tina L. Wang 1,067,001 229,015 808,984
Garry R. Holmes 1,066,523 229,493 808,984


2.The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:


1,217,480 57,482 21,054

There were 808,984 broker non-votes on the proposal.





3.The appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the shareholders by the following vote:


2,084,627 20,320 53

There were no broker non-votes on the proposal.


Item 8.01Other Events


On May 23, 2018, the Board of Directors of the Company declared a cash dividend on the Company’s outstanding shares of stock. The dividend of $0.055 per share will be paid on or about June 20, 2018, to stockholders of record as of the close of business on June 6, 2018.


A copy of the press release announcing the cash dividend is included as Exhibit 99.2 and incorporated herein by reference.


Item 9.01Financial Statements and Exhibits




  Number Description
  99.1 Press Release dated May 24, 2018
  99.2 Press Release dated May 24, 2018







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.


Date: May 24, 2018 By: /s/ Thomas J. Fontaine
    Thomas J. Fontaine
    President and Chief Executive Officer