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NBBC > SEC Filings for NBBC > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for NEWBRIDGE BANCORP

Form 8-K for NEWBRIDGE BANCORP


27-Mar-2014

Submission of Matters to a Vote of Security Holders, Other Events, Financial St


Item 5.07 Submission of Matters to a Vote of Security Holders

On March 27, 2014, NewBridge Bancorp ("NewBridge") held a special meeting of shareholders in connection with the proposed issuance of shares of NewBridge common stock pursuant to the Agreement and Plan of Combination and Reorganization among NewBridge, NewBridge Bank and CapStone Bank, dated November 1, 2013 (the "Agreement and Plan of Combination") and the anticipated merger of CapStone Bank with and into NewBridge's wholly-owned subsidiary, NewBridge Bank
(the "Merger")

Of the 25,303,820 shares of NewBridge common stock outstanding and entitled to vote as of the record date for the special meeting, 18,160,544 shares were present at the special meeting in person or by proxy. The results of the special meeting are as follows:

Proposal 1 - Share Issuance Proposal. To approve the issuance of shares of NewBridge common stock pursuant to the Agreement and Plan of Combination, pursuant to which CapStone Bank will merge with and into NewBridge Bank.

Number of Shares
Votes For Votes Against Abstentions Broker Non-Votes 17,737,067 341,223 82,254 0

The vote required to approve this proposal was the affirmative vote of a majority of the shares of NewBridge common stock voted on this proposal at the special meeting. Accordingly, this proposal was approved.

Proposal 2 - Adjournment Proposal. To consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the issuance of NewBridge common stock in connection with the Merger.

Number of Shares
Votes For Votes Against Abstentions Broker Non-Votes 16,717,228 1,386,351 56,965 0

The vote required to approve this proposal was the affirmative vote of a majority of the shares of common stock actually voted on this proposal at the special meeting. Accordingly, this proposal was approved.

NewBridge did not propose the adjournment of the special meeting as there were sufficient votes to approve the Share Issuance Proposal.



Item 8.01 Other Events.

On March 27, 2014, NewBridge and CapStone Bank issued a joint press release announcing an anticipated closing date for the Merger and the results of both NewBridge and CapStone Bank's special meetings of shareholders. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO.   DESCRIPTION OF EXHIBIT
99.1          Joint Press Release issued by NewBridge Bancorp and CapStone Bank,
              dated March 27, 2014.

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