SECURITIES AND EXCHANGE COMMISSION
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
WELLESLEY BANCORP, INC.
(Exact Name of Registrant as Specified in
(State or other jurisdiction of
incorporation or organization)
40 Central Street, Wellesley, Massachusetts,
(Address of principal executive offices)
(Registrant’s telephone number, including
(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 5.02||Departure 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
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
|Item 5.07||Submission 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
|Tina L. Wang
|Garry R. Holmes
|2.||The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by
the following vote:|
There were 808,984 broker non-votes on the
|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:|
There were no broker non-votes on the proposal.
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 9.01||Financial Statements and Exhibits|
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.
||WELLESLEY BANCORP, INC.|
|Date: May 24, 2018
||/s/ Thomas J. Fontaine|
||Thomas J. Fontaine|
||President and Chief Executive Officer|