UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 May 19, 2025, Eastern Bankshares, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”), at which the shareholders of the Company considered and acted upon three proposals: (1) to elect five directors for a two-year term expiring in 2027; (2) to hold an advisory vote on executive compensation; and (3) to ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year. The results of the shareholder voting are set forth below. (This Current Report on Form 8-K inadvertently was not filed within four business days of the date of the Annual Meeting.)
| 1. | Election of Directors. By the vote reported below, the shareholders elected the following five nominees to serve as directors of the Company for a two-year term to end at the Company’s 2027 annual meeting of shareholders: |
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non- Votes | ||||
| Richard E. Holbrook |
162,851,912 | 3,661,726 | 2,341,258 | 19,740,955 | ||||
| Deborah C. Jackson |
161,624,220 | 4,164,385 | 3,066,290 | 19,740,956 | ||||
| Peter K. Markell |
162,306,250 | 4,010,462 | 2,538,183 | 19,740,956 | ||||
| Linda M. Williams |
163,896,385 | 2,393,351 | 2,565,159 | 19,740,956 | ||||
| Andargachew S. Zelleke |
162,830,629 | 3,448,492 | 2,575,775 | 19,740,955 |
| 2. | Advisory Vote on Named Executive Officer Compensation. By the vote reported below, the shareholders approved, on an advisory basis, the compensation paid to the named executive officers of the Company, as set forth in the Company’s Proxy Statement: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 156,883,796 | 9,717,870 | 2,253,230 | 19,740,955 |
| 3. | Ratification of the Appointment of Ernst & Young LLP. By the vote reported below, the shareholders ratified the appointment of Ernst & Young LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no broker non-votes on this matter. |
| Votes For |
Votes Against |
Abstentions | ||
| 182,376,762 | 3,694,957 | 2,524,132 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| EASTERN BANKSHARES, INC. | ||||||
| By: | /s/ R. David Rosato | |||||
| DATE: August 29, 2025 | R. David Rosato | |||||
| Chief Financial Officer | ||||||