Current Report Filing (8-k)
December 07 2021 - 4:51PM
Edgar (US Regulatory)
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2021-12-03
2021-12-03
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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)
|
December 3, 2021
|
(Exact Name of Registrant as Specified in Charter)
New Jersey
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000-32891
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22-3665653
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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2650 Route 130
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P.O. Box 634
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Cranbury
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New Jersey
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08512
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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609
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655-4500
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Not Applicable
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(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))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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FCCY
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NASDAQ Global Market
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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 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §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. ¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
|
On December 3, 2021, 1st Constitution
Bancorp (“1st Constitution”) held a special meeting of shareholders (the “Special Meeting”) in connection with
the previously announced proposed merger (the “Merger”) of 1st Constitution with and into Lakeland Bancorp, Inc. (“Lakeland”)
as contemplated by the Agreement and Plan of Merger, dated as of July 11, 2021, between Lakeland and 1st Constitution (the “Merger
Agreement”). At the close of business on October 8, 2021, the record date for the Special Meeting, there were a total of 10,318,707
shares of common stock, no par value, of 1st Constitution (“Common Stock”) outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, 7,354,271 shares of Common Stock were represented; therefore, a quorum was present. At the Special Meeting,
1st Constitution shareholders voted on the proposals listed below, as more specifically described in the joint proxy statement/prospectus
of Lakeland and 1st Constitution, dated October 15, 2021 (the “joint proxy statement/prospectus”). Set forth below are the
final results of shareholder votes for the proposals.
Proposal 1 – Approval of the 1st Constitution
Merger Proposal
The proposal to approve the Merger Agreement and
the Merger as contemplated thereby (the “Merger Proposal”), was approved by the requisite majority of votes cast at the Special
Meeting by the holders of shares entitled to vote on such proposal, as indicated below:
For
|
|
Against
|
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Abstain
|
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Broker Non-Votes
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7,234,690
|
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115,388
|
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4,192
|
|
0
|
Proposal 2 – Approval of the Merger-Related
Compensation Proposal
The proposal to approve, on a non-binding advisory
basis, the compensation that may become payable to the named executive officers of 1st Constitution in connection with the Merger, was
approved by the requisite majority of votes cast at the Special Meeting by the holders of shares entitled to vote on such proposal, as
indicated below:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
5,107,185
|
|
2,173,834
|
|
73,252
|
|
0
|
Proposal 3 – The 1st Constitution Adjournment
Proposal
Because a quorum was present at the Special Meeting
and the Merger Proposal received the requisite votes needed for approval, a vote on the proposal to adjourn the Special Meeting, if necessary
or advisable, including to solicit additional proxies in favor of the Merger Proposal, was not called.
On December 7, 2021, Lakeland and 1st Constitution
issued a joint press release announcing that each company’s shareholders had approved their respective shareholder proposals in
connection with the Merger. A copy of the press release is filed herewith as Exhibit 99.1.
|
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
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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1ST CONSTITUTION BANCORP
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Dated: December 7, 2021
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By:
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/s/ Robert F. Mangano
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|
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Robert F. Mangano
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|
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President and Chief Executive Officer
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