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): February 7, 2020
PB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-37676 | | 47-5150586 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| | | | | |
| 40 Main Street, Putnam, Connecticut | | 06260 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(860) 928-6501
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | PBBI | | The NASDAQ Stock Market, LLC |
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 CRF 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 annual meeting of stockholders (the “Meeting”) of PB Bancorp, Inc. (the “Company”) was held on February 7, 2020. At the Meeting, the stockholders voted on the following items:
| 1. | The election of three directors of the Company, to serve for three-year terms and until their successor is elected and qualified. |
| | | For | | Withhold | | Broker Non-Votes |
| | | | | | | |
| Charles W. Bentley, Jr. | | 5,110,399 | | 207,446 | | 1,141,736 |
| Paul M. Kelly | | 5,144,201 | | 173,644 | | 1,141,736 |
| Charles H. Puffer | | 5,115,165 | | 202,680 | | 1,141,736 |
| 2. | The approval of the Agreement and Plan of Merger, dated as October 22, 2019, by and among Centreville Bank, the Company and Putnam Bank, as well as the merger. |
| For | | Against | | Broker Non-Votes | Abstentions |
| | | | | | |
| 5,244,970 | | 57,699 | | 1,141,736 | 15,176 |
| 3. | The approval of an advisory (non-binding) resolution of the compensation to be paid to the Named Executive Officers of the Company in connection with the merger. |
| For | | Against | | Broker Non-Votes | Abstentions |
| | | | | | |
| 3,838,716 | | 1,386,174 | | 1,141,738 | 92,953 |
| 4. | The approval of an advisory (non-binding) resolution to approve the Company’s executive compensation as described in the Proxy Statement. |
| For | | Voted Against | | Broker Non-Votes | Abstentions |
| | | | | | |
| 5,035,675 | | 183,736 | | 1,141,738 | 98,432 |
| 5. | The ratification of the appointment of Wolf & Company, P.C. as the independent registered public accounting firm for the Company for the fiscal year ending June 30, 2020. |
| For | | Against | | Abstentions |
| | | | | |
| 6,368,654 | | 83,425 | | 7,502 |
In connection with the Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Meeting, if necessary or appropriate, if there were not sufficient votes in favor of the Merger Agreement at the time of the Meeting. The adjournment proposal was not submitted to the stockholders of the Company for approval at the Meeting because Company stockholders approved the Merger Agreement, as noted above.
SIGNATURE
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.
| | PB Bancorp, Inc. | |
| | | | |
| Dated: February 10, 2020 | By: | /s/ Thomas A. Borner | |
| | | Thomas A. Borner | |
| | | President and Chief Executive Officer | |
