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HBNK > SEC Filings for HBNK > Form 8-K on 7-Nov-2012All Recent SEC Filings

Show all filings for HAMPDEN BANCORP, INC.



Entry into a Material Definitive Agreement, Results of Operations and Finan

Item 1.01. Entry into a Material Definitive Agreement.

On November 6, 2012, the Boards of Directors of the Company and Hampden Bank ("the Bank") voted to enter into change in control agreements between the Company, the Bank and eight of our senior officers, for a one year period. The material terms of the Company and Bank change in control agreements were previously disclosed in the Company's Registration Statement on Form S-1 (File No. 333-137359) and are incorporated herein by reference. The form of change in control agreement is filed as Exhibit 10.1 hereto.

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2012, Hampden Bancorp, Inc. (the "Company"), the holding company for Hampden Bank, announced its financial results for the three months ended September 30, 2012. The press release announcing financial results for the three months ended September 30, 2012 is included as Exhibit 99.1 to this Current Report on Form 8-K.

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

(e) The information contained in Item 1.01 above with respect to the change of control agreements with eight of our senior officers is incorporated herein by reference.

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

The Company's Annual Meeting of Stockholders was held on November 6, 2012. Of the 5,864,425 shares of common stock issued and outstanding and eligible to vote as of the record date of September 19, 2012, a quorum of 5,123,775 shares, or 87.3% of the eligible shares, was present in person or represented by proxy. The following actions were taken at such meeting.

(a) Reelection of the following Class III Directors of the Company.

                                       Voted     Withheld     Broker
                                        For      Authority   Non-Votes
              Judith E. Kennedy      3,568,019    530,109    1,025,647
              Richard J. Kos         3,640,526    457,602    1,025,647

Kathleen O'Brien Moore 3,572,659 525,469 1,025,647

After the meeting, Thomas R. Burton, Linda Silva Thompson, Richard D. Suski, and Arlene Putnam continued to serve as our Class I Directors for terms which expire in 2013, and Stanley Kowalski, Jr., Mary Ellen Scott, Glenn S. Welch, and Stuart F. Young, Jr. continued to serve as our Class II Directors for terms which expire in 2014.

(b) Ratification of the selection of Wolf & Company, P.C. to serve as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013. The voting results were 5,095,171 votes for, 25,358 votes against, and 3,246 votes abstaining.

(c) Approval of a non-binding shareholder proposal requesting that the Company's board of directors explore avenues to enhance shareholder value through an extra-ordinary transaction (defined here as a transaction not in the ordinary course of business operations) including, but not limited to, selling or merging the Company with another institution. The voting results were 2,051,176 votes for, 2,006,026 votes against, 40,926 votes abstaining and 1,025,647 broker non-votes.

Item 8.01. Other Events

On November 6, 2012, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.04 per common share, payable on November 30, 2012, to stockholders of record at the close of business on November 16, 2012. A copy of the press release announcing the declaration is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)      The following exhibits are filed with this report:

Number                          Description
 10.1     Form of Change in Control Agreement
 99.1     Press Release issued by the Company on November 6, 2012

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