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, 2021
EASTERN BANKSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Massachusetts | | 001-39610 | | 84-4199750 |
(State or Other Jurisdiction
of Incorporation or Organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 265 Franklin Street | | 02110 |
| Boston | , | MA | |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 327-8376
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)) |
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 | | EBC | | Nasdaq Global Select Market |
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.
Eastern Bankshares, Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”) on May 17, 2021. The shareholders of the Company considered and acted upon the following proposals at the Annual Meeting:
1. Election of Directors. By the vote reported below, the shareholders elected the following four nominees to serve as directors of the Company for a term to end at the Company’s 2024 annual meeting of shareholders:
| | | | | | | | | | | | | | |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Richard C. Bane | 127,104,263 | 3,556,021 | 530,911 | 26,028,569 |
| Joseph T. Chung | 127,636,557 | 2,953,272 | 602,866 | 26,028,569 |
| Paul M. Connolly | 127,241,867 | 3,287,326 | 662,002 | 26,028,569 |
| Bari A. Harlam | 128,529,925 | 2,136,858 | 524,412 | 26,028,569 |
2. Advisory Vote on Named Executive Officer Compensation. The shareholders approved, on an advisory, non-binding basis, the compensation paid to the named executive officers of the Company, as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 1, 2021 relating to the Annual Meeting. 121,897,190 shares voted for the proposal; 6,590,606 shares voted against the proposal; and 2,704,499 shares abstained from voting on the proposal. There were 26,028,569 broker non-votes on the proposal.
3. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. By the vote reflected below, the shareholders approved, on an advisory, non-binding basis, that the frequency of future advisory votes on compensation paid to the named executive officers of the Company be every year.
| | | | | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 125,887,005 | 1,949,175 | 1,665,918 | 1,689,097 | 26,028,569 |
After taking into consideration the foregoing voting results and the prior recommendation of the Board that future advisory votes on compensation paid to the named executive officers of the Company be held every year, the Company has determined that it will hold such future advisory votes every year.
4. Ratification of the Appointment of Ernst & Young LLP. The shareholders ratified the appointment of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 155,345,661 shares voted for the proposal; 1,409,777 shares voted against the proposal; and 464,326 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| EASTERN BANKSHARES, INC. |
| | |
| DATE: May 21, 2021 | By: | | /s/ James B. Fitzgerald |
| | | James B. Fitzgerald |
| | | Chief Financial Officer |
