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
Date of Report (Date of earliest event reported):May 18, 2017
WESTERN NEW ENGLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of
incorporation or organization) | | 001-16767
(Commission
File Number) | | 73-1627673
(I.R.S. Employer
Identification No.) |
141 Elm Street
Westfield, Massachusetts 01085
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code:(413) 568-1911
(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 (§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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 18, 2017, Western New England Bancorp, Inc. (the “Company) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 30,778,690 shares of common stock eligible to be voted at the Annual Meeting and 27,160,315 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.
There were four proposals submitted to the Company’s shareholders at the Annual Meeting. The shareholders elected the nominees listed in Proposal 1, approved Proposals 2 and 4, and voted for “every 1 year” for Proposal 3. Proposals 1, 2, 3 and 4 are detailed in the Company’s Proxy Statement on Form 14A which was filed with the Securities and Exchange Commission on April 5, 2017. The final results of voting on each of the proposals are as follows:
Proposal 1:
Consideration and vote upon a proposal to elect five Directors of the Company for a three-year term expiring in 2020.
Nominee | | Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| Laura Benoit | | 21,327,002 | | 462,424 | | 45,247 | | 5,325,642 |
| Donna J. Damon | | 21,330,798 | | 461,914 | | 41,961 | | 5,325,642 |
| Lisa G. McMahon | | 21,322,925 | | 465,940 | | 45,808 | | 5,325,642 |
| Steven G. Richter | | 21,342,034 | | 445,915 | | 46,724 | | 5,325,642 |
| William J. Wagner | | 20,919,210 | | 876,659 | | 38,804 | | 5,325,642 |
Consideration and vote upon a proposal to elect two Directors of the Company for a two year term expiring in 2019.
Nominee | | Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| Gary G. Fitzgerald | | 21,362,836 | | 424,662 | | 47,175 | | 5,325,642 |
| Paul C. Picknelly | | 21,360,647 | | 434,700 | | 39,326 | | 5,325,642 |
Consideration and vote upon a proposal to elect two Directors of the Company for a one year term expiring in 2018.
Nominee | | Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| William D. Masse | | 21,391,388 | | 404,747 | | 38,538 | | 5,325,642 |
| Gregg F. Orlen | | 21,382,341 | | 414,579 | | 37,753 | | 5,325,642 |
Proposal 2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers.
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 21,157,809 | | 560,581 | | 116,283 | | 5,325,642 |
Proposal 3: Consideration and approval of a non-binding proposal on the frequency of the advisory vote concerning compensation of the Company’s named executive officers.
Every 1 Year | | Every 2 Years | | Every 3 Years | | Vote Abstain | | Broker Non-Votes |
| 16,741,485 | | 350,986 | | 4,457,449 | | 284,753 | | 5,325,642 |
Proposal 4: Consider and vote upon a proposal for the ratification of the appointment by the Company’s Board of Directors of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 26,424,741 | | 492,532 | | 243,042 | | — |
SIGNATURES
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.
| | WESTERN NEW ENGLAND BANCORP, INC. |
| | |
| | |
| | By: | /s/ Guida R. Sajdak | |
| | | Guida R. Sajdak |
| | | Chief Financial Officer |
Dated: May 18, 2017
