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CNBC > SEC Filings for CNBC > Form 8-K on 31-May-2012All Recent SEC Filings

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Form 8-K for CENTER BANCORP INC


31-May-2012

Submission of Matters to a Vote of Security Holders, Change in Directors or Pr


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:

                                                         Abstentions/Broker
           Name                     For       Withheld        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.

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