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): June 24, 2014
CENTER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| New Jersey | 000-11486 | 52-1273725 |
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | | Identification No.) |
| 2455 Morris Avenue, Union, New Jersey | 07083 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (800) 862-3683
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))
Item 5.07. Submission of Mattes to a Vote of Security Holders.
The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Center Bancorp, Inc. (“Center” or the “Company”) was held on June 24, 2014. The matters considered and voted on by the Company’s shareholders at the Annual Meeting and the votes of the shareholders for each matter were as follows:
1. To approve an Agreement and Plan of Merger, dated as of January 20, 2014, by and between the Company and ConnectOne Bancorp, Inc. (“ConnectOne”), providing for the merger of ConnectOne with and into Center and the automatic conversion of all of the outstanding common stock of ConnectOne into shares of Center common stock at an exchange ratio of 2.6:1:
| For | Against | Abstain | Broker Non-votes |
| 13,343,891 | 213,036 | 174,847 | 1,629,633 |
2. To approve the adoption of an amended and restated certificate of incorporation that will increase Center’s authorized shares of common stock from 25,000,000 to 50,000,000 and change Center’s name, upon consummation of the merger, to “ConnectOne Bancorp, Inc.”.
| For | Against | Abstain | Broker Non-votes |
| 13,175,708 | 246,735 | 309,331 | 1,629,633 |
3. To approve a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger:
| For | Against | Abstain | Broker Non-votes |
| 12,969,056 | 705,231 | 57,487 | 1,629,633 |
4. To elect nine director nominees:
| Nominee: | For | Authority Withheld | Broker Non-votes |
| Alexander Bol | 13,339,901 | 391,873 | 1,629,633 |
| Frederick Fish | 13,327,607 | 404,167 | 1,629,633 |
| Howard Kent | 13,359,576 | 372,198 | 1,629,633 |
| Nicholas Minoia | 13,330,290 | 401,484 | 1,629,633 |
| Harold Schechter | 13,322,526 | 409,248 | 1,629,633 |
| Lawrence B. Seidman | 13,216,171 | 515,603 | 1,629,633 |
| William Thompson | 13,263,591 | 468,183 | 1,629,633 |
| Raymond Vanaria | 13,325,209 | 406,565 | 1,629,633 |
| Anthony C. Weagley | 13,390,249 | 341,525 | 1,629,633 |
5. To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2014:
| For | Against | Abstain | Broker Non-votes |
| 15,189,246 | 68,289 | 103,872 | 0 |
6. To approve, on an advisory basis, certain compensation payable as a result of the consummation of the proposed merger.
| For | Against | Abstain | Broker Non-votes |
| 10,646,920 | 2,733,148 | 351,706 | 1,629,633 |
7. To approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the joint proxy statement and prospectus circulated in connection with the Company’s Annual Meeting:
| For | Against | Abstain | Broker Non-votes |
| 12,898,800 | 521,161 | 311,813 | 1,629,633 |
Item 8.01 Other Events.
On June 24, 2014, Center and ConnectOne disseminated a joint press release announcing that the Agreement and Plan of Merger, dated January 20, 2014 and filed with the Commission on January 21, 2014 as an exhibit to Center’s Form 8-K, has been approved by the shareholders of each company. A copy of the June 24, 2014 joint press release is included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 99.1 Press Release, dated June 24, 2014.
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.
| | CENTER BANCORP, INC. |
| | | |
| | By: /s/ Anthony C. Weagley |
| | | |
| | Name: | Anthony C. Weagley |
| | Title: | President and Chief Executive Officer |
Dated: June 24, 2014
EXHIBIT INDEX
Exhibit 99.1 Press Release, dated June 24, 2014.
