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 10, 2012
New Hampshire Thrift Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-17859 | | 02-0430695 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
9 Main Street, P.O. Box 9
Newport, New Hampshire 03773
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (603) 863-0886
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
New Hampshire Thrift Bancshares, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on May 10, 2012. There were 5,835,360 shares of common stock eligible to be voted at the Annual Meeting and 4,760,437 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.
There were four proposals submitted to the Company’s stockholders at the Annual Meeting. All proposals were passed. The final results of voting on each of the proposals are as follows:
Proposal 1: Election of Directors
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Nominee | | Votes For | | Votes Withheld | | Broker Non-Vote |
William C. Horn | | 2,591,875 | | 76,412 | | 2,092,150 |
Jack H. Nelson | | 2,595,425 | | 72,862 | | 2,092,150 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For | | Votes Against | | Abstain | | Broker Non-Vote |
4,704,040 | | 43,390 | | 13,007 | | — |
Proposal 3: Consideration and Approval of a Non-binding Advisory Resolution on the Compensation of the Company’s Named Executive Officers
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Votes For | | Votes Against | | Abstain | | Broker Non-Vote |
2,451,174 | | 110,693 | | 106,420 | | 2,092,150 |
Proposal 4: Consideration and Vote Upon a Non-binding Advisory Proposal on the Frequency of Advisory Vote Concerning Compensation of the Company’s Named Executive Officers
| | | | | | | | |
One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Vote |
2,301,641 | | 212,265 | | 17,628 | | 118,453 | | 2,110,450 |
Based on the Board of Directors’ recommendation in the Company’s Definitive Proxy Statement on Schedule 14A and the voting results at the Annual Meeting with respect to the frequency of the advisory vote on the compensation of the Company’s named executive officers, the Board of Directors determined that the Company will hold a non-binding, advisory vote on the compensation of the named executive officers every year.
SIGNATURES
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.
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| | NEW HAMPSHIRE THRIFT BANCSHARES, INC. |
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| Date: May 15, 2012 | | By: | | /s/ Laura Jacobi |
| | | | Laura Jacobi |
| | | | Senior Vice President and Chief Financial Officer |
