NewBridge Bancorp (the "Company") held a special meeting of shareholders on February 20, 2013 (the "Special Meeting") for the purpose of considering three proposals relating to the Company's $56 million private placement of Series B Mandatorily Convertible Adjustable Rate Cumulative Perpetual Preferred Stock ("Series B Preferred Stock") and Series C Mandatorily Convertible Adjustable Rate Cumulative Perpetual Preferred Stock ("Series C Preferred Stock") which closed in November, 2012. As discussed in more detail in Item 5.07, a total of 13,065,387 shares, or 83.45% of the Company's outstanding shares of common stock, were present in person or represented by proxy at the Special Meeting, and each proposal was approved by more than 92% of those shares voted.

Following receipt of the necessary shareholder approvals, the Company filed Articles of Amendment (the "Common Stock Articles of Amendment") and a Certificate of Designation of the Class B Common Stock with the Secretary of State of North Carolina on February 21, 2013 to:

(i) re-designate the Company's voting common stock, par value $5.00 per share as "Class A Common Stock", no par value per share;

(ii) create a new class of non-voting common stock, no par value per share, designated "Class B Common Stock";

(iii) increase the number of shares of authorized common stock from 50,000,000 to 100,000,000, and the number of shares of authorized preferred stock from 10,000,000 to 30,000,000;

(iii) effect the conversion on February 22, 2013 of all of the previously issued shares of Series B Preferred Stock in exchange for 9,601,262 shares of Class A Common Stock; and

(iv) effect the conversion on February 22, 2013 of all of the previously issued shares of Series C Preferred Stock in exchange for 3,186,748 shares of Class B Common Stock.

Except as to voting rights, shares of Class B Common Stock have the same preferences, limitations and relative rights as, share ratably with and are identical in all respects to shares of Class A Common Stock as to all matters. The Class A Common Stock is listed on the NASDAQ Global Select Market under the symbol "NBBC." The Company has no plans to list the Class B Common Stock on any national stock exchange.

The foregoing description of the Common Stock Articles of Amendment and the Certificate of Designation of the Class B Common Stock is a summary and does not purport to be a complete description of all of the terms of such documents or the effect such documents have on the rights of holders of the Company's Class A Common Stock, and is qualified in its entirety by reference to such documents, which are attached hereto as Exhibits 3.1 and 4.1, respectively.

The information set forth in Item 3.03 above, and the Common Stock Articles of Amendment and the Certificate of Designation of the Class B Common Stock attached hereto as Exhibits 3.1 and 4.1, are incorporated herein by reference.

On February 20, 2013, the Company held a Special Meeting at which the following matters were considered and voted upon:

A. CREATE A NEW CLASS OF NON-VOTING COMMON STOCK. To approve an amendment to the Articles of Incorporation to create a class of non-voting common stock (Class B Common Stock), as described in the proxy statement for the Special Meeting (the "Proxy Statement").

Votes For Votes Against Abstain Broker Non-Votes 11,951,474 983,077 130,836 None

B. INCREASE IN AUTHORIZED CAPITAL STOCK. To approve an amendment to the Articles of Incorporation to increase the number of shares of authorized common stock from 50,000,000 to 100,000,000, and the number of shares of authorized preferred stock from 10,000,000 to 30,000,000, as described in the Proxy Statement.

Votes For Votes Against Abstain Broker Non-Votes 8,932,014 624,209 74,138 3,435,026

C. CONVERSION OF CONVERTIBLE PREFERRED STOCK. To approve for the purposes of NASDAQ Marketplace Rule 5635 (i) the issuance of up to 9,601,273 shares of Class A Common Stock upon the conversion of up to 422,456 shares of Series B Preferred Stock, and (ii) the issuance of up to 3,186,750 shares of Class B Common Stock upon the conversion of up to 140,217 shares of Series C Preferred Stock, as described in the Proxy Statement.

Votes For Votes Against Abstain Broker Non-Votes 8,902,583 659,008 68,771 3,435,026

Each of the above proposals was approved by the requisite vote of the Company's shareholders. A press release announcing shareholder approval of the proposals is attached to this filing as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit No.   Description of Exhibit
3.1           Common Stock Articles of Amendment.
4.1           Certificate of Designation for the Class B Common Stock.
99.1          Press release of NewBridge Bancorp dated February 21, 2013.