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
May 13, 2021
Date of Report (Date of earliest event reported)
UNITY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
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1-12431 | 22-3282551 |
(Commission File Number) | (IRS Employer Identification No.) |
64 Old Highway 22
Clinton, NJ 08809
(Address of Principal Executive Office)
(908) 730-7630
(Registrant’s Telephone Number, Including Area Code)
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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a12 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock | UNTY | NASDAQ |
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
Clinton, NJ – Unity Bancorp, Inc. (NASDAQ: UNTY), parent company of Unity Bank, held its Annual Meeting of Shareholders on May 13, 2021. A total of 9,542,093 of the Company’s shares were present or represented by proxy at the meeting. The Company’s shareholders took the following actions:
Proposal 1: Election of Directors
The following three directors were nominated to serve for the terms set forth in the Company’s Proxy statement. Results of the election are as follows:
| | | | | | |
| | Number of Votes | ||||
Name | | For | | Withheld | | Broker Non-vote |
Dr. Mark S. Brody | | 7,802,765 | | 343,604 | | 1,395,724 |
Raj Patel | | 7,980,165 | | 166,204 | | 1,395,724 |
Donald E. Souders, Jr. | | 7,179,113 | | 967,256 | | 1,395,724 |
Proposal 2: The Ratification of the selection of RSM US LLP as the Company’s Independent External Auditors for the year ending December 31, 2021
The Audit Committee has appointed the firm RSM US LLP, to act as our independent registered public accounting firm and to audit our consolidated financial statements for the fiscal year ending December 31, 2021. This appointment will continue at the pleasure of the Audit Committee and was presented to the stockholders for ratification as a matter of good governance. Results of the election are as follows:
| | | | | | |
Number of Votes | ||||||
For | | Against | | Abstain | | Broker Non-vote |
9,473,664 | | 9,558 | | 58,871 | | - |
Proposal 3: Advisory Vote on Executive Compensation
Under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, companies with securities registered with the Securities and Exchange Commission are required to provide shareholders the opportunity to vote on a non-binding advisory proposal, commonly known as Say-on-Pay, to approve the compensation of executives. The Company has decided to implement this requirement by providing shareholders a simple vote that indicated their position with respect to our executive compensation. Results of the election are as follows:
| | | | | | |
Number of Votes | ||||||
For | | Against | | Abstain | | Broker Non-vote |
6,427,488 | | 1,490,610 | | 228,271 | | 1,395,724 |
Proposal 4: Advisory Vote on the frequency of the Advisory Vote on Executive Compensation
The Company is providing shareholders the opportunity to cast an advisory vote on whether the advisory vote on executive compensation should be held every one, two or three years, commonly known as Say-When-on-Pay or Say-on-Frequency proposal. Results of the election are as follows:
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Number of Votes | ||||||||
1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-vote |
3,791,358 | | 195,607 | | 4,028,071 | | 131,333 | | 1,395,724 |
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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| UNITY BANCORP, INC. | |
| (Registrant) | |
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Date: May 13, 2021 | | |
| By: | /s/ George Boyan |
| | George Boyan |
| | Executive Vice President and Chief Financial Officer |