First of Long Island Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Major Banks
Finance
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)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(516 ) 671-4900
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 14, 2025, The First of Long Island Corporation (the “Company”) held a Special Meeting of Shareholders (the “Special
Meeting”) at which the shareholders of the Company approved the following matters:
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1.
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A proposal to approve an Agreement and Plan of Merger, dated as of September 4, 2024, by and between the Company and ConnectOne Bancorp, Inc.
(“ConnectOne”) (the “Merger Proposal”), providing for the merger of the Company with and into ConnectOne, and the automatic conversion of each outstanding share of common stock of the Company into the right to receive 0.5175 shares of
ConnectOne common stock; and
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2.
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A proposal to approve, on an advisory basis, certain compensation payable as a result of the consummation of the proposed merger (the
“Compensation Proposal”).
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As of December 16, 2024, the record date for the Special Meeting, there were 22,545,524 eligible votes with approximately 11,272,763
votes constituting a quorum at the meeting. 16,609,795 shares (or 73.7% of the shares outstanding) were voted.
The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.
Item 1 – The Merger Proposal
The Company’s shareholders approved the Merger Proposal pursuant to the vote totals set forth below.
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For
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Against
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Abstentions
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Broker non-votes
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| 15,614,634 | 792,447 | 202,714 |
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Item 2 – The Compensation Proposal
The Company’s shareholders approved the Compensation Proposal pursuant to the vote totals set forth below.
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For
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Against
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Abstentions
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Broker non-votes
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| 13,066,648 | 3,259,211 | 283,936 |
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Item 8.01 Other Events.
Also on February 14, 2025, ConnectOne held a Special Meeting of its Shareholders for the purpose of voting to
approve the issuance of the additional shares of ConnectOne’s common stock pursuant to the merger agreement. The proposal was approved by the ConnectOne shareholders. For additional information please see the Current Report on Form 8-K filed by
ConnectOne with respect to its Special Meeting of Shareholders on February 14, 2025.
On February 14, 2025, the Company and ConnectOne issued a joint press release announcing their respective shareholders’ approval of the merger-related proposals, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Joint Press Release dated February 14, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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THE FIRST OF LONG ISLAND CORPORATION
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Dated: February 14, 2025
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By:
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/s/ Christopher Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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