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HCBK > SEC Filings for HCBK > Form 8-K on 18-Apr-2013All Recent SEC Filings

Show all filings for HUDSON CITY BANCORP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HUDSON CITY BANCORP INC


18-Apr-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 18, 2013, Hudson City Bancorp, Inc. ("Hudson City") held a special meeting (the "Special Meeting") of Hudson City's stockholders. At the Special Meeting, Hudson City's stockholders approved the adoption of the Agreement and Plan of Merger, dated as of August 27, 2012, as amended on April 13, 2013 (the "Merger Agreement"), by and among M&T Bank Corporation ("M&T"), Hudson City and Wilmington Trust Corporation. Sufficient votes were received to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement, but an adjournment was not necessary in light of the adoption of the Merger Agreement. In addition, the non-binding, advisory vote to approve certain compensation arrangements for Hudson City's named executive officers in connection with the transactions contemplated by the Merger Agreement was also approved by Hudson City's stockholders.

As of close of business on February 20, 2013, the record date for the Special Meeting, there were a total of 528,212,690 shares of common stock issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting 383,486,648 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors of Hudson City to a vote of security holders and Hudson City's independent inspectors of election reported the final results of the vote on each proposal as noted below:

Proposal 1 - Approval of the Merger Proposal.

The stockholders were asked to approve the adoption of the Merger Agreement. The adoption of Merger Agreement was approved by the requisite vote of a majority of the shares outstanding and entitled to vote, as indicated below.

Votes For Votes Against Abstentions Broker Non-Votes 361,057,738 16,586,960 1,722,459 4,119,491

Proposal 2 - Approval of a Non-Binding Advisory Proposal on Merger Related Compensation.

The stockholders were asked to approve the compensation awarded to Hudson City's named executive officers based on or otherwise related to the merger as set forth in the Joint Proxy Statement/Prospectus of M&T and Hudson City in a non-binding, advisory vote. This non-binding advisory proposal was approved by the requisite vote of the majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstentions Broker Non-Votes 210,562,965 165,205,452 3,598,740 4,119,491

Proposal 3 - Approval of the Adjournment Proposal.

The stockholders were asked to approve the adjournment of the Special Meeting, if necessary and appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement. The approval of the adjournment of the Special Meeting, if necessary and appropriate, was approved by the requisite vote of the majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstentions Broker Non-Votes 330,308,115 51,215,481 1,963,052 -

The closing of the transactions contemplated by the Merger Agreement remains subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals.


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