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    ConnectOne Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/24 4:01:15 PM ET
    $CNOB
    Major Banks
    Finance
    Get the next $CNOB alert in real time by email
    cnob20230518_8k.htm
    false 0000712771 0000712771 2024-05-21 2024-05-21 0000712771 cnob:CommonStockCustomMember 2024-05-21 2024-05-21 0000712771 cnob:DepositarySharesEachRepresentingA140thInterestInAShareOf525SeriesANoncumulativePerpetualPreferredStockCustomMember 2024-05-21 2024-05-21
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.  20549
     
    FORM 8-K
     
    CURRENT REPORT
     
    Pursuant to Section 13 or 15(d) of
    the Securities Exchange Act of 1934
     
    Date of Report (Date of earliest event reported):   May 21, 2024
     
    newlogo01.jpg
     
    CONNECTONE BANCORP, INC.
    (Exact name of Company as specified in its charter)
     
    New Jersey
    000-11486
    52-1273725
    (State or other jurisdiction
    (Commission
    (IRS Employer
    of incorporation)
    File Number)
    Identification No
         
    301 Sylvan Avenue
       
    Englewood Cliffs, New Jersey
     
    07632
    (Address of principal executive offices)
     
    (Zip Code)
     
    Company's telephone number, including area code  (201) 816-8900
     
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class         
    Trading Symbol(s)
    Name of each exchange
    on which registered
    Common Stock
    CNOB
    NASDAQ
    Depositary Shares (each representing a 1/40th interest in a share of 5.25% Series A Non-Cumulative, perpetual preferred stock)
    CNOBP
    NASDAQ
     
     
     

     
     
    Item 5.07          Submission of Matters to a Vote of Security Holders
     
    On May 21, 2024, ConnectOne Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the SEC on April 11, 2024.
     
    On April 1, 2024, the record date for the Annual Meeting, there were a total of 38,333,053shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 34,533,184shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting, and the final voting results with respect to such proposals, were as follows:
     
    Proposal 1.
    The election of twelve persons to serve as directors for one-year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Broker Non-Votes:
     
       
    FOR
     
    WITHHELD
     
    BROKER
    NON-VOTES
    Frank Sorrentino III
     
    27,730,969
     
    540,170
     
    6,262,045
    Stephen T. Boswell
     
    28,023,486
     
    247,653
     
    6,262,045
    Frank W. Baier
     
    27,946,699
     
    324,440
     
    6,262,045
    Frank Huttle III
     
    27,109,321
     
    1,161,818
     
    6,262,045
    Michael Kempner
     
    28,112,112
     
    159,027
     
    6,262,045
    Elizabeth Magennis
     
    27,951,373
     
    319,766
     
    6,262,045
    Nicholas Minoia
     
    27,352,815
     
    918,324
     
    6,262,045
    Anson M. Moise
     
    28,112,381
     
    158,758
     
    6,262,045
    Katherin Nukk-Freeman
     
    27,693,283
     
    577,856
     
    6,262,045
    Susan O’Donnell
     
    28,232,870
     
    38,269
     
    6,262,045
    Daniel Rifkin
     
    28,118,937
     
    152,202
     
    6,262,045
    Mark Sokolich
     
    28,114,521
     
    156,618
     
    6,262,045
     
    Proposal 2:
    The non-binding resolution with respect to the compensation of the Company’s executive officers was adopted.   The votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows:    
     
    FOR
     
    AGAINST
     
    ABSTENTIONS
     
    BROKER
    NON-VOTES
    26,780,254
     
    1,339,821
     
    151,064
     
    6,262,045
     
    Proposal 3:
    The shareholders adopted a non-binding resolution providing that the Company should hold future advisory votes on the compensation of the Company’s named executed officers annually, by the votes set forth in the table below:
     
    ONE YEAR
     
    TWO YEARS
     
    THREE YEARS
      ABSTENTIONS  
    BROKER
    NON-VOTES
    25,697,306
     
    58,217
     
    2,383,237
                       132,379                     
    6,262,045
     
    The Board has considered the outcome of this advisory vote and determined that it will hold future advisory votes on executive compensation each year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation, which is required to occur no later than the Company’s 2030 annual meeting of shareholders.
     
    Proposal 4:
    The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024 was approved. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions was as follows:
     
    FOR
     
    AGAINST
     
    ABSTENTIONS
    34,003,124
     
    522,368
     
    7,692
     
     

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
     
    CONNECTONE BANCORP, INC.
     
     
    (Registrant)
     
           
           
    Dated: May 22, 2024
    By:
    /s/ William S. Burns
     
       
    WILLIAM S. BURNS
     
       
    Senior Executive Vice President
    and Chief Financial Officer
     
     
     
     
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