UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 13, 2020
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Salisbury Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Connecticut (State of other jurisdiction of incorporation) | | 000-24751 (Commission File Number) | | 06-1514263 (IRS Employer Identification No.) |
5 Bissell Street, Lakeville, Connecticut (Address of principal executive offices) | | 06039 (Zip Code) |
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| Registrant’s telephone number, including area code:(860) 435-9801 |
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| (Former name or former address, if changed since last report) |
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, $0.10 par value per share | SAL | NASDAQ |
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. □ |
Section 5. Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
Compensatory Arrangements of Certain Officers
(b) Effective May 13, 2020, Michael D. Gordon retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Mr. Gordon, age 74, has served on the Board of Directors of the Company and the Bank since 2014. Mr. Gordon’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(b) Effective May 13, 2020, Polly Diane Hoe retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Ms. Hoe, age 75, has served on the Board of Directors of the Company and the Bank since 2014. Ms. Hoe’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The 2020 Annual Meeting of Shareholders (“Annual Meeting”) of the Company, was held on Wednesday, May 13, 2020. On the record date of March 16, 2020, there were 2,829,017 shares issued, outstanding and eligible to vote, of which 2,242,844 shares, or 79.27%, were represented at the Annual Meeting either in person or by proxy.
The results of matters voted upon are presented below:
| 1. | Three (3) directors were elected by the shareholders to serve as directors of Salisbury for a three-year term; two (2) directors were elected to serve for a two-year term; and one (1) director was elected to serve for a one-year term, who along with the four (4) directors whose terms do not expire at this meeting, will constitute the full Board of Directors of Salisbury: |
| | Term | Votes For | Votes Withheld | Broker Non-votes |
| George E. Banta | 3 years | 1,605,286 | 19,680 | 617,878 |
| Richard J. Cantele, Jr. | 3 years | 1,609,338 | 15,628 | 617,878 |
| Grace E. Schalkwyk | 3 years | 1,610,099 | 14,867 | 617,878 |
| Nancy F. Humphreys | 2 years | 1,603,551 | 21,415 | 617,878 |
| Neila B. Radin | 2 years | 1,610,099 | 14,867 | 617,878 |
| Charles M. Andola | 1 year | 1,593,286 | 31,680 | 617,878 |
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| 2. | The ratification of the appointment of Baker Newman & Noyes, P.A., LLC as the independent registered public accounting firm for Salisbury for the fiscal year ending December 31, 2020. |
| Votes For | Votes Against | Abstentions | |
| 2,232,666 | 4,238 | 5,940 | |
| 3. | The non-binding advisory vote on the compensation of the named executive officers. |
| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 1,552,398 | 29,512 | 43,056 | 617,878 |
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SIGNATURE
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.
Salisbury Bancorp, Inc.
Date: May 14, 2020 | By: | /s/ Richard J. Cantele, Jr. Richard J. Cantele, Jr. President and Chief Executive Officer |
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