(e) On April 24, 2012, the shareholders of Peapack-Gladstone Financial Corporation (the "Company") approved the Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan (the "Plan"), with a ten-year term ending on January 19, 2022. The purpose of the Plan is to provide additional incentive to eligible participants in the Plan, including our named executive officers, other officers, key employees and independent contractors of the Company and its subsidiaries, and non-employee members of the Board of Directors of the Company. To accomplish such purposes, the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options, Restricted Stock Awards and Stock Appreciation Rights to eligible participants. The maximum number of shares that may be issued or transferred pursuant to options or awards for Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock and Stock Appreciation Rights is 200,000, subject to adjustment in the event of certain corporate transactions such as a stock split or stock dividend. The specific terms of each award granted under the Plan, including the term of the award, conditions to vesting and exercise and forfeiture provisions, will be detailed in a grant agreement. In no event will the exercise price of an award granted under the Plan be less than the fair market value of the Company's common stock on the grant date. The foregoing description of the Plan is qualified in its entirety by reference to full text of the Plan which was filed as Exhibit A to the Company's definitive proxy statement filed on March 23, 2012.

On April 24, 2012, the Annual Meeting of shareholders of Peapack-Gladstone Financial Corporation was held. A total of 7,454,090 of the Corporation's shares were present or represented by proxy at the meeting. The Corporation's shareholders took the following actions:

Proposal #1-Voted on the election of 12 persons, named in the Proxy Statement, to serve as directors of Peapack-Gladstone Financial Corporation for the ensuing year constituting the entire Board of Directors. The following is a list of 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
Finn M.W. Caspersen, Jr 6,030,223 141,410       0         1,282,457
Anthony J. Consi, II    6,071,199 100,434       0         1,282,457
James R. Lamb           6,099,935  71,698       0         1,282,457
Robert M. Rogers        6,072,645  98,988       0         1,282,457
Pamela Hill             6,080,478  91,155       0         1,282,457
Edward A. Merton        6,073,710  97,923       0         1,282,457
Philip W. Smith, III    6,025,129 146,504       0         1,282,457
Frank A. Kissel         6,071,067 100,566       0         1,282,457
F. Duffield Meyercord   6,074,530  97,103       0         1,282,457
Craig C. Spengeman      6,072,120  99,513       0         1,282,457
John D. Kissel          6,047,899 123,734       0         1,282,457
John R. Mulcahy         6,094,016  77,617       0         1,282,457

Proposal #2-Compensation of Executive Officers.



The number of shares voted "For" and "Against" this proposal, as well as the
number of abstentions and broker non-votes, is as follows:



                 Number of Votes
For                 5,868,263
Against              120,156
Abstained            183,230
Broker Non-Votes    1,282,441

Proposal #3-Advisory Vote on the Frequency of the Advisory Vote on Named
Executive Officer Compensation.



The number of shares voted "Every Year," "Every 2 Years," and "Every 3 Years",
as well as the number of abstentions and broker non-votes, is as follows:



                 Number of Votes
Every Year          5,626,195
Every 2 Years        191,917
Every 3 Years        279,970
Abstained             73,550
Broker Non-Votes    1,282,458

In light of the stockholders' advisory vote, the Company has made the determination to hold the advisory vote on Named Executive Officer compensation on an annual basis.

Proposal #4-Approval of the Peapack-Gladstone Financial Corporation 2012
Long-Term Stock Incentive Plan.



The number of shares voted "For" and "Against" this proposal, as well as the
number of abstentions and broker non-votes, is as follows:



                 Number of Votes
For                 5,328,264
Against              731,182
Abstained            112,186
Broker Non-Votes    1,282,458

Proposal #5-Ratification of Crowe Horwath LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2012.

The number of shares voted "For" and "Against" this proposal, as well as the number of abstentions and broker non-votes, is as follows:

Number of Votes

For                 7,389,300
Against               46,719
Abstained             18,071
Broker Non-Votes        -

10.1 Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit A to the Company's definitive proxy statement filed on March 23, 2012)