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
May 5, 2020
Date of Report (Date of earliest event reported)
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
001-16197 |
| 22-3537895 |
(Commission File Number) |
| (IRS Employer Identification No.) |
500 Hills Drive, Suite 300
Bedminster, New Jersey 07921-1538
(Address of principal executive offices)
(908) 234-0700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, no par value |
| PGC |
| NASDAQ Global Select Market |
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 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).
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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 5, 2020, the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation (the “Company”) was held. A replay of the Annual Meeting is available at
https://edge.media-server.com/mmc/p/tfkj4uu7 and a copy of the slides presented at the Annual Meeting is included herewith. Shareholders who may have additional questions about matters presented at the Annual Meeting may address them to Todd Poland, Corporate Secretary, at tpoland@pgbank.com.
At the Annual Meeting, the Company’s shareholders took the following actions:
Proposal #1 – Election of Directors. Voted on the election of 13 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting.
Name | For | Withheld |
Carmen M. Bowser | 14,567,130 | 299,388 |
Dr. Susan A. Cole | 14,569,049 | 297,469 |
Anthony J. Consi, II | 14,156,352 | 710,166 |
Richard Daingerfield | 14,639,709 | 226,809 |
Edward A. Gramigna, Jr | 14,593,585 | 272,933 |
Peter D. Horst | 14,599,698 | 266,820 |
Steven A. Kass | 14,580,962 | 285,556 |
Douglas L. Kennedy | 14,638,950 | 227,568 |
F. Duffield Meyercord | 14,130,424 | 736,094 |
Patrick J. Mullen | 14,624,510 | 242,008 |
Philip W. Smith, III | 12,428,287 | 2,438,231 |
Anthony Spinelli | 14,366,950 | 499,568 |
Beth Welsh | 14,640,317 | 226,201 |
There were 1,416,173 broker non-votes on the proposal.
Proposal #2 - Compensation of Executive Officers. Voted on a non-binding, advisory basis to approve the compensation of the Company’s named executive officers.
The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:
| Number of Votes | |
For | 11,790,219 | |
Against | 2,802,461 | |
Abstentions | 273,838 | |
Broker Non-Votes | 1,416,173 | |
Proposal #3 – Increase in Shares under 2014 Employee Stock Purchase Plan. Voted to increase the number of outstanding shares of common stock authorized for issuance under the Company’s 2014 Employee Stock Purchase Plan by 200,000.
The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:
| Number of Votes | |
For | 14,570,572 | |
Against | 1,601,195 | |
Abstentions | 110,924 | |
Proposal #4 - Ratification of the Independent Registered Public Accounting Firm. Voted to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions, is as follows:
| Number of Votes |
For | 16,184,169 |
Against | 86,339 |
Abstentions | 12,183 |
Item 7.01 | Regulation FD Disclosure |
The Company is furnishing the presentation materials presented at the Annual Meeting as Exhibit 99.1 to this report. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
Item 9.01 | Financial Statements and Exhibits |
(d) 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.
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| PEAPACK-GLADSTONE FINANCIAL CORPORATION |
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Dated: May 6, 2020 |
| By: | /s/ Jeffrey J. Carfora |
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| Jeffrey J. Carfora |
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| Senior Executive Vice President and Chief Financial |
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| Officer |
