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 14, 2015

 

 

New Hampshire Thrift Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-17859   02-0430695

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

9 Main Street, P.O. Box 9

Newport, New Hampshire 03773

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (603) 863-0886

Not Applicable

(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:

 

¨ 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))

 

 

 

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

New Hampshire Thrift Bancshares, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2015. There were 8,264,082 shares of common stock eligible to be voted at the Annual Meeting and 6,603,901 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.

As further detailed in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 1, 2015, there were five proposals submitted to the Company’s stockholders at the Annual Meeting. The stockholders elected all of the nominees listed in Proposal 1 and approved Proposals 2, 3, 4 and 5. The final results of voting on each of the proposals are as follows:

Proposal 1: Election of Directors

 

Nominee

    Votes For      Votes Against      Abstain      Broker Non-Vote  

Catherine A. Feeney

      3,620,471         348,382         22,158         2,612,890   

William C. Horn

      3,622,665         346,892         21,453         2,612,890   

Jack H. Nelson

      3,615,793         359,557         15,660         2,612,890   

Joseph B. Willey

      3,676,838         293,509         20,663         2,612,890   

Proposal 2: Ratification of the Appointment of Shatswell, MacLeod & Co., P.C. as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2015

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Vote

6,526,172

   65,118   11,654   —  

Proposal 3: Consideration and Approval of a Non-Binding Advisory Resolution on the Compensation of the Company’s Named Executive Officers

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Vote

3,423,155

   432,785   134,361   2,612,890

Proposal 4: Consideration and Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Change the Name of the Company from New Hampshire Thrift Bancshares, Inc. to Lake Sunapee Bank Group

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Vote

6,199,728

   289,154   115,018   —  

Proposal 5: Consideration and Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 10,000,000 to 30,000,000

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Vote

5,032,942

   1,353,620   217,182   —  

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.

 

    NEW HAMPSHIRE THRIFT BANCSHARES, INC.
Date: May 15, 2015 By: /s/ Laura Jacobi
     

 

Laura Jacobi

Executive Vice President and

Chief Financial Officer

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