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SOMH > SEC Filings for SOMH > Form 8-K on 9-May-2013All Recent SEC Filings

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Form 8-K for SOMERSET HILLS BANCORP


9-May-2013

Submission of Matters to a Vote of Security Holders


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

The 2013 Annual Meeting of Stockholders was held on May 8, 2013 (the "Annual Meeting"). The matters considered and voted on by the Company's stockholders at the Annual Meeting and the vote of the stockholders was as follows:

Matter 1: Approval of the Agreement and Plan of Merger, dated as of January 28, 2013, by and between the Company and Lakeland Bancorp, Inc. ("Lakeland"), providing for the merger of Company with and into Lakeland and the automatic conversion of all of the outstanding capital stock of the Company into either cash or shares of Lakeland common stock, pursuant to election and allocation procedures described in the merger agreement (the "Merger Agreement"):

For Against Abstentions Broker Non-Votes 3,425,929 157,129 17,659 1,144,311

Matter 2: An advisory vote on the compensation payable, or that could become payable, to the Company's named executive officers in connection with the consummation of the Merger Agreement pursuant to pre-existing severance arrangements:

For Against Abstentions Broker Non-Votes 3,015,243 521,943 63,531 1,144,311

Matter 3: The election of two directors, each for a three-year term:

Nominee                  For      Withheld   Abstentions   Broker Non-Votes
Gerald B. O'Connor    3,478,327   122,390         0           1,144,311
M. Gerald Sedam, II   3,531,788    68,929         0           1,144,311

Matter 4: The ratification of the appointment of Crowe Horwath LLP as the Company's independent public accounting firm for the year ending December 31, 2013:

For Against Abstentions Broker Non-Votes 4,586,407 123,346 35,275 0

Matter 5: An advisory vote to approve named executive officer compensation:

For Against Abstentions Broker Non-Votes 4,586,407 517,311 35,275 1,144,311

Matter 6: An advisory vote on the frequency of the advisory vote to approve named executive officer compensation:

Three Years Two Years One Year Abstentions Broker Non-Votes 1,930,715 39,553 1,503,197 127,251 1,144,312

Pursuant to the foregoing votes the Company's shareholders: (i) approved the Merger Agreement; (ii) approved, on an advisory basis, the compensation payable, or that could become payable, to the Company's named executive officers in connection with the consummation of the Merger Agreement pursuant to pre-existing severance arrangements; (iii) elected Gerald B. O'Connor and M. Gerald Sedam, II for a term expiring at the 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (iv) ratified the appointment of Crowe Horwath LLP as the Company's independent public accounting firm for the year ending December 31, 2013; (v) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (vi) recommended that the Board of Directors hold an advisory vote to approve named executive officer compensation every 3 years.

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