Century Bancorp (CNBKA) 8-K Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 17, 2019

Century Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	0-15752	04-2498617
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
400 Mystic Avenue Medford, MA		02155
(Address of principal executive offices)		(Zip Code)

(781)391-4000

(Registrant’s telephone number, including area code)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Indicate by check mark whether the registrant is an emerging growth company as defined in 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  ☐

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 9, 2019, Century Bancorp., Inc. (“the Company”) held its Annual Meeting of Class B Stockholders for the purpose of 1) fixing the number of directors for the ensuing year, 2) electing directors, and 3) ratifying and confirming the appointment of KPMG LLP as the independent auditors for the Company for the current fiscal year.

By a unanimous vote, a proposal to fix the number of directors for the ensuing year at 15 was approved. By the votes indicated below, each of the fourteen current directors was reelected and will hold office for the ensuing year until his or her successor is chosen and qualified. The table below set forth the names of the nominees, the votes cast for and against and the number of abstentions and brokernon-votes for such nominees.

	Number of Votes For		Number of Votes Against		Number of Votes Abstained/Non- votes
George R. Baldwin		1,806,991		0		33,120
Stephen R. Delinsky		1,806,991		0		33,120
Louis J. Grossman		1,806,991		0		33,120
Russell B. Higley, Esq.		1,806,991		0		33,120
Jackie Jenkins-Scott		1,806,991		0		33,120
Linda Sloane Kay		1,806,981		10		33,120
Fraser Lemley		1,806,991		0		33,120
Joseph P. Mercurio		1,806,991		0		33,120
Joseph J. Senna, Esq.		1,806,991		0		33,120
Jo Ann Simons		1,806,991		0		33,120
Barry R. Sloane		1,806,981		10		33,120
Marshall M. Sloane *		1,806,981		10		33,120
George F. Swansburg		1,806,991		0		33,120
Jon Westling		1,746,991		60,000		33,120

* As previously reported in an8-K filed on April 11, 2019, Marshall M. Sloane passed away creating a vacancy on the Board of Directors.

The proposal to ratify the appointment of KPMG LLP as the independent auditors for the Company for the current fiscal year was approved. The table below sets forth the votes cast for and against, and the number of abstentions and brokernon-votes for such proposal.

	Number of Votes For		Number of Votes Against		Number of Votes Abstained
To ratify and confirm the section by the Audit Committee of the Company’s Board of Directors of KPMG, LLP as independent auditors to certify the annual report of the Company for its current fiscal year.		1,840,111		0		0

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY BANCORP, INC.

/s/ William P. Hornby

William P. Hornby

Chief Financial Officer and Treasurer

Dated: April 17, 2019