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 8, 2013
| SOMERSET HILLS BANCORP | ||
| (Exact name of registrant as specified in its charter) |
| New Jersey | 000-50055 | 22-3768777 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No) | ||
| incorporation) | ||||
| 155 Morristown Road | ||||
| Bernardsville, New Jersey | 07924 | |||
| (Address of principal executive | (Zip Code) | |||
| offices) |
Registrant’s telephone number, including area code(908) 221-0100
| £ | 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 5.07.Submission of Matters to a Vote of Security Holders.
The 2013 Annual Meeting of Stockholders was held on May 8, 2013 (the “Annual Meeting”). The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders was as follows:
Matter 1: Approval of the Agreement and Plan of Merger, dated as of January 28, 2013, by and between the Company and Lakeland Bancorp, Inc. (“Lakeland”), providing for the merger of Company with and into Lakeland and the automatic conversion of all of the outstanding capital stock of the Company into either cash or shares of Lakeland common stock, pursuant to election and allocation procedures described in the merger agreement (the “Merger Agreement”):
| For | Against | Abstentions | Broker Non-Votes | |||
| 3,425,929 | 157,129 | 17,659 | 1,144,311 |
Matter 2: An advisory vote on the compensation payable, or that could become payable, to the Company’s named executive officers in connection with the consummation of the Merger Agreement pursuant to pre-existing severance arrangements:
| For | Against | Abstentions | Broker Non-Votes | |||
| 3,015,243 | 521,943 | 63,531 | 1,144,311 |
Matter 3: The election of two directors, each for a three-year term:
| Nominee | For | Withheld | Abstentions | Broker Non-Votes | ||||
| Gerald B. O’Connor | 3,478,327 | 122,390 | 0 | 1,144,311 | ||||
| M. Gerald Sedam, II | 3,531,788 | 68,929 | 0 | 1,144,311 |
Matter 4: The ratification of the appointment of Crowe Horwath LLP as the Company’s independent public accounting firm for the year ending December 31, 2013:
| For | Against | Abstentions | Broker Non-Votes | |||
| 4,586,407 | 123,346 | 35,275 | 0 |
Matter 5: An advisory vote to approve named executive officer compensation:
| For | Against | Abstentions | Broker Non-Votes | |||
| 4,586,407 | 517,311 | 35,275 | 1,144,311 |
Matter 6: An advisory vote on the frequency of the advisory vote to approve named executive officer compensation:
| Three Years | Two Years | One Year | Abstentions | Broker Non-Votes | ||||
| 1,930,715 | 39,553 | 1,503,197 | 127,251 | 1,144,312 |
Pursuant to the foregoing votes the Company’s shareholders: (i) approved the Merger Agreement; (ii) approved, on an advisory basis, the compensation payable, or that could become payable, to the Company’s named executive officers in connection with the consummation of the Merger Agreement pursuant to pre-existing severance arrangements; (iii) elected Gerald B. O’Connor and M. Gerald Sedam, II for a term expiring at the 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (iv) ratified the appointment of Crowe Horwath LLP as the Company’s independent public accounting firm for the year ending December 31, 2013; (v) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (vi) recommended that the Board of Directors hold an advisory vote to approve named executive officer compensation every 3 years.
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.
| SOMERSET HILLS BANCORP | |||
| Date: May 8, 2013 | By: | /s/ Stewart E. McClure, Jr. | |
| Stewart E. McClure, Jr. | |||
| President, Chief Executive Officer and Chief | |||
| Operating Officer |
