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 21, 2015
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54447 | 01-0969655 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 333 Church Street, Naugatuck, Connecticut | 06770 |
| (Address of principal executive offices) | (Zip Code) |
(203) 720-5000
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 annual meeting of shareholders of Naugatuck Valley Financial Corporation (the “Company”) was held on May 21, 2015. The final results for each of the matters submitted to a vote of shareholders at the annual meeting are as follows:
| 1. | The following individuals were elected as directors of the Company, to serve for three-year terms or until their successors are elected and qualified, by the following vote: |
| NAME | | FOR | | WITHHELD | | BROKER NON-VOTES |
| Frederick A. Dlugokecki | | 4,273,676 | | 665,273 | | 1,538,420 |
| Richard M. Famiglietti | | 4,142,686 | | 796,263 | | 1,538,420 |
| Leonard M. Romaniello, Jr. | | 4,551,600 | | 387,349 | | 1,538,420 |
| Lawrence B. Seidman | | 4,625,330 | | 313,619 | | 1,538,420 |
The following individual was elected as a director of the Company, to serve for a two-year term or until her successor is elected and qualified, by the following vote:
| NAME | | FOR | | WITHHELD | | BROKER NON-VOTES |
| Julienne C. Cassarino | | 4,498,711 | | 440,238 | | 1,538,420 |
| 2. | The appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified by shareholders by the following vote: |
| FOR | | AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 6,084,236 | | 344,785 | | 48,348 | | N/A |
| 3. | An advisory vote taken on the resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved by shareholders by the following vote: |
| FOR | | AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 3,631,464 | | 1,055,050 | | 352,435 | | 1,538,420 |
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 thereunto duly authorized.
| | NAUGATUCK VALLEY FINANCIAL CORPORATION |
| | | |
| | | |
| | | |
| Date: May 21, 2015 | By: | /s/ William C. Calderara | |
| | | William C. Calderara |
| | | President and Chief Executive Officer |
