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 24, 2012
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 Matters to a Vote of Security Holders.
On May 24, 2012, Center Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the SEC on April 16, 2012.
On April 2, 2012, the record date for the Annual Meeting, there were a total of 16,332,327 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 14,415,522 shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting were as follows:
Proposal 1: The election of ten persons to serve as directors for one year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes:
| | | | | | | |
Name | | For | | Withheld | | Abstentions/Broker Non-Votes |
| Alexander A. Bol | | 10,518,574 | | 281,480 | | 3,615,468 |
| Anthony C. Weagley | | 10,581,638 | | 218,416 | | 3,615,468 |
| Frederick S. Fish | | 10,616,088 | | 183,966 | | 3,615,468 |
| James J. Kennedy | | 10,581,538 | | 218,516 | | 3,615,468 |
| Howard Kent | | 10,620,781 | | 179,273 | | 3,615,468 |
| Nicholas Minoia | | 10,599,855 | | 200,199 | | 3,615,468 |
| Harold Schechter | | 10,498,778 | | 301,276 | | 3,615,468 |
| Lawrence B. Seidman | | 10,107,575 | | 692,479 | | 3,615,468 |
| William A. Thompson | | 10,519,728 | | 280,326 | | 3,615,468 |
| Raymond Vanaria | | 10,621,722 | | 178,332 | | 3,615,468 |
Proposal 2: The ratification of ParenteBeard LLC as the Company’s independent auditors for 2012. This proposal was approved by the following votes:
For: 14,338,808; Against: 34,801; Abstentions: 41,913; and Broker Non-Votes: 0.
Proposal 3: An advisory vote to approve the executive compensation of the Company’s named executive officers as described in the proxy statement. This proposal was approved by the following votes:
For: 9,601,735; Against: 1,118,360; Abstentions: 79,959; and Broker Non-Votes: 3,615,468.
Proposal 4: An advisory vote on how often the Company will conduct the advisory vote to approve executive compensation. The votes were as follows:
One Year: 3,924,933; Two Years: 5,965,246; Three Years: 633,551; Abstain: 276,322; and Broker Non-Votes: 3,615,470. The Company intends to hold the advisory vote on executive compensation every two years.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Board of Directors meeting held immediately following the Annual Meeting of Shareholders, Mr. Fish was appointed to the Nominating Committee and the Executive Committee of the Board.
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: May 31, 2012
