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PBCP > SEC Filings for PBCP > Form 8-K on 23-May-2013All Recent SEC Filings

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

Form 8-K for POLONIA BANCORP INC


23-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2013, the stockholders of Polonia Bancorp, Inc. (the "Company") approved the Polonia Bancorp, Inc. 2013 Equity Incentive Plan (the "Plan"). Employees, officers and directors of the Company or its affiliates are eligible to participate in the Plan. The terms of the Plan were previously disclosed in, and a copy of the Plan was contained as Appendix A to, the Company's definitive proxy materials for the Company's 2013 annual meeting of stockholders, which were filed with the Securities and Exchange Commission on April 15, 2013.

Also, on May 21, 2013, the Board of Directors of the Company appointed Joseph M. Callahan to the Board of Directors of the Company and Polonia Bank.



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

(a) The annual meeting of the stockholders of the Company was held on May 21, 2013.

(b) The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:

1. The following individuals were elected as directors, each for a three-year term, by the following vote:

                         Shares                              Broker
Name                    Voted For      Votes Withheld      Non-Votes
Dr. Eugene Andruczyk     2,060,508           96,797           599,276
Frank J. Byrne           2,060,508           96,797           599,276

2. The shareholders voted to approve the Polonia Bancorp, Inc. 2013 Equity Incentive Plan by the following vote:

                                                                      Broker
 Shares Voted For       Shares Voted Against       Abstentions      Non-Votes
      1,770,155                 386,870                  280           599,276

3. The appointment of S.R. Snodgrass, A.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified by the stockholders by the following vote:

Shares Voted For Shares Voted Against Abstentions 2,712,682 37,498 6,401

There were no broker non-votes on the proposal.

4. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:

                                                                      Broker
 Shares Voted For       Shares Voted Against       Abstentions      Non-Votes
      1,905,066                 249,514                2,725           599,276

5. The shareholders' vote, on an advisory basis, in favor of holding a shareholder advisory vote on the compensation of the named executive officers every year as set forth below:

                                                                     Broker
 One Year       Two Years       Three Years       Abstentions      Non-Votes
  1,997,055        109,440          44,880            5,930           599,276

(c) Not applicable.

(d) The Company's Board of Directors determined that an advisory vote on the approval of the compensation of the Company's named executive officers will be included every year in the Company's proxy materials.

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