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): February 17, 2011
PROVIDENT NEW YORK BANCORP
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-35385 | | 80-0091851 |
(State or Other Jurisdiction) of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| |
| 400 Rella Boulevard, Montebello, New York | | 10901 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(845) 369-8040
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 (see General Instruction A.2 below):
| ¨ | | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On February 16, 2012, Provident New York Bancorp (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) at which stockholders approved the Provident New York Bancorp 2012 Stock Incentive Plan (the “2012 Plan”). A description of the material terms of the 2012 Plan is set forth under the heading “Proposal III—Approval of the Provident New York Bancorp 2012 Stock Incentive Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission on January 6, 2012 (the “Proxy Statement”), which description is hereby incorporated into this Item 5.02(e) by reference. The full text of the 2012 Plan is filed as Appendix A to the Proxy Statement, and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On February 16, 2012, at the Company’s Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Proxy Statement. The voting results are presented below.
1. Election of Navy E. Djonovic, Thomas F. Jauntig, Jr., Thomas G. Kahn and Carl J. Rosenstock as directors of the Company for a three-year term.
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Nominee | | For | | | Withheld | | | Broker Non-Votes | |
Navy E. Djonovic | | | 24,273,958 | | | | 378,032 | | | | 6,129,782 | |
Thomas F. Jauntig, Jr. | | | 24,264,062 | | | | 387,928 | | | | 6,129,782 | |
Thomas G. Kahn | | | 24,350,512 | | | | 301,478 | | | | 6,129,782 | |
Carl J. Rosenstock | | | 24,175,683 | | | | 476,307 | | | | 6,129,782 | |
2. Approval, by non-binding vote, on the compensation of the Named Executive Officers (Say-on-Pay).
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 23,376,802 | | 1,196,404 | | 81,783 | | 6,126,783 |
3. Approval of the 2012 Stock Incentive Plan.
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 23,451,724 | | 1,171,600 | | 31,665 | | 6,126,783 |
4. Ratification of the appointment of Crowe Horwath LLP as the independent registered accountant for the fiscal year ending September 30, 2012.
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 30,278,422 | | 470,330 | | 33,020 | | — |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
10.1 Provident New York Bancorp 2012 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on January 6, 2012)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | | | | | PROVIDENT NEW YORK BANCORP |
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| Date: | | February 21, 2012 | | | | BY: | | s/ Stephen Masterson |
| | | | | | | | Stephen Masterson |
| | | | | | | | Executive Vice President, Chief Financial Officer |
Exhibit Index
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Exhibit
No. | | Description |
| |
| 10.1 | | Provident New York Bancorp 2012 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on January 6, 2012) |
