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 23, 2018
BSB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland | 001-35309 | 80-0752082 |
(State or Other Jurisdiction Identification No.) | (Commission File No.) | (I.R.S. Employer of Incorporation) |
2 Leonard Street, Belmont, Massachusetts | 02478 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (617) 484-6700
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)) |
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 Securities Holders
The Company's Annual Meeting of Stockholders was held on May 23, 2018. Of the 9,741,471 shares outstanding and entitled to vote, 8,925,252 shares were present at the meeting in person or by proxy. The matters considered and voted on by the Company's stockholders at the Annual Meeting, and the results of the vote on each such matter, were as follows:
Proposal 1: The election of three directors each to serve for a three-year term.
Nominee | | Shares Voted For | | Shares Withheld | | Broker Non-Votes |
| | | | | | | |
| Robert M. Mahoney | | 6,648,169 | | 82,302 | | 2,194,781 |
| John A. Borelli | | 6,657,752 | | 72,719 | | 2,194,781 |
| John W. Gahan III | | 6,647,651 | | 82,820 | | 2,194,781 |
| John A. Whittemore | | 6,394,752 | | 335,719 | | 2,194,781 |
Proposal 2: The ratification of appointment of Baker Newman & Noyes, LLC as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2018.
Shares Voted For | | Shares Voted Against | | Abstentions | | Broker Non-Votes |
| | | | | | | |
| 8,754,840 | | 106,918 | | 63,494 | | — |
Proposal 3: The advisory, non-binding vote to approve the Company's executive compensation as described in the proxy statement.
Shares Voted For | | Shares Voted Against | | Abstentions | | Broker Non-Votes |
| | | | | | | |
| 6,526,737 | | 174,513 | | 29,220 | | 2,194,781 |
Proposal 4: The advisory, non-binding vote regarding the frequency of stockholder votes on the Company's executive compensation.
One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
| | | | | | | | | |
| 7,043,405 | | 52,341 | | 226,160 | | 35,671 | | 1,567,675 |
Based on the results of the advisory, nonbinding stockholder vote regarding the frequency of stockholder votes on the Company's executive compensation, the Board of Directors of the Company has determined that there should be an annual advisory, nonbinding vote by stockholders regarding executive compensation.
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.
| | | BSB BANCORP, INC. |
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| DATE: May 24, 2018 | By: | /s/ John A. Citrano |
| | | John A. Citrano |
| | | Executive Vice President and Chief Financial Officer |
