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CNOB > SEC Filings for CNOB > Form 8-K on 24-Jun-2014All Recent SEC Filings

Show all filings for CONNECTONE BANCORP, INC.

Form 8-K for CONNECTONE BANCORP, INC.


24-Jun-2014

Submission of Matters to a Vote of Security Holders, Other Events, Finan


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

The 2014 Annual Meeting of Stockholders was held on June 24, 2014 (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: The approval of the proposed Agreement and Plan of Merger, dated as of January 20, 2014, by and between the Company and Center Bancorp, Inc. ("Center") and the merger of the Company and Center provided for therein (the "Merger"):

For Against Abstentions Broker Non-Votes 3,729,239 150 7,480 754,323

Matter 2: The approval of a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger

For Against Abstentions Broker Non-Votes 3,858,601 49,116 10,230 573,245

Matter 3: The election of three directors, each for the term set forth in the proxy statement:

Nominee For Against Broker Non-Votes Frank Cavuoto 3,605,584 131,285 754,323 Frank Huttle III 3,621,511 115,358 754,323 Joseph Parisi, Jr. 3,630,569 106,300 754,323

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, 2014:

For Against Abstentions Broker Non-Votes 4,468,871 21,921 400 0

Pursuant to the foregoing votes, the Merger was approved, Frank Cavuoto, Frank Huttle III, and Joseph Parisi Jr. were elected for the term set forth in the proxy statement, and the appointment of Crowe Horwath LLP as independent auditors for the fiscal year ending December 31, 2014 was ratified. In light of the affirmative vote with respect to the Merger in Matter 1, the vote on Matter
2 (with respect to the adjournment of the Annual Meeting to solicit additional votes for the Merger) was rendered moot.



Item 8.01. Other Events.

On June 24, 2014, the Registrant and Center Bancorp, Inc. disseminated a joint press release announcing that the Agreement and Plan of Merger, dated January 20, 2014 and filed with the Commission on January 21, 2014 as an exhibit to the Registrant's Form 8-K, has been approved by the shareholders of each company. A copy of the June 24, 2014 joint press release is included as Exhibit 99.1 hereto.

The information in this section, including the information contained in the press release included as Exhibit 99.1 hereto, is being furnished pursuant to this Item 8.01 and shall not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number    Description

   99.1   Press Release dated June 24, 2014

2

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