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NHTB > SEC Filings for NHTB > Form 8-K on 13-May-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matt

Item 5.02. Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2014 annual meeting of stockholders (the "Annual Meeting") held on May 8, 2014, the stockholders of New Hampshire Thrift Bancshares, Inc. (the "Company") approved the Company's 2014 Stock Incentive Plan ("Stock Incentive Plan"). Pursuant to the terms of the Stock Incentive Plan, up to 410,00 shares of our common stock have been reserved for awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of the Company or its affiliates or any consultant performing services for the Company or its affiliates. A summary of the material features of the 2014 Stock Incentive Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 26, 2014 (the "Proxy Statement"), which description is incorporated herein by reference and qualified in its entirety by reference to the text of the 2014 Stock Incentive Plan. A copy of the 2014 Stock Incentive Plan is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

There were 8,219,376 shares of common stock eligible to be voted at the Annual Meeting and 6,331,140 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. There were four proposals submitted to the Company's stockholders at the Annual Meeting. All proposals were passed. The final results of voting on each of the proposals are as follows:

Proposal 1: Election of Directors

               Nominee          Votes For   Votes Withheld   Broker Non-Vote
         Leonard R. Cashman     3,226,904      183,210          2,921,025
         Steven H. Dimick       3,137,886      272,229          2,921,025
         Stephen W. Ensign      3,090,684      319,431          2,921,025
         Catherine A. Feeney*   3,128,895      281,219          2,921,025

* All nominees were elected to serve a three-year term with the exception of Director Feeney, who was elected to serve a one-year term.

Proposal 2: Ratification of the Appointment of Shatswell, MacLeod & Co., P.C. as the Company's Independent Registered Public Accounting Firm

Votes For Votes Against Abstain Broker Non-Vote 6,281,494 29,895 13,126 6,624

Proposal 3: Consideration and Approval of a Non-binding Advisory Resolution on the Compensation of the Company's Named Executive Officers

Votes For Votes Against Abstain Broker Non-Vote 3,108,217 156,381 152,140 2,914,402

Proposal 4: Approval of the Company's 2014 Stock Incentive Plan

Votes For Votes Against Abstain Broker Non-Vote 2,927,193 381,880 101,041 2,921,026

Item 9.01 Financial Statements and Exhibits

Exhibit Description
10.1 New Hampshire Thrift Bancshares, Inc. 2014 Stock Incentive Plan

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