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 18, 2021

Pioneer Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Maryland
   
001-38991
 
83-4274253
(State or Other Jurisdiction)
   
(Commission File No.)
 
(I.R.S. Employer
of Incorporation)
   
Identification No.)
   
 
652 Albany Shaker Road, Albany, New York
 
12211
 
(Address of Principal Executive Offices)
 
(Zip Code)


Registrant’s telephone number, including area code:    (518) 730-3025

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 (see General Instruction A.2. below):

[  ]  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)
 
Name of each exchange on which registered
Common Stock, par value $0.01
 
PBFS
 
The Nasdaq Stock Market, LLC

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 [X]

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers  

(e) On May 18, 2021, the stockholders of Pioneer Bancorp, Inc. (the “Company”) approved the Company’s 2020 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Pioneer Bank. The Plan remains subject to approval by the New York State Department of Financial Services. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 5, 2021. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07
Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on May 18, 2021.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2021. All proposals were approved by the Company’s stockholders.  The final results of the stockholder vote were as follows:

1. Election of directors for three-year terms.

   
For
 
Withheld
 
Broker
Non-Votes
Stacey Hengsterman
 
22,351,361
 
700,622
 
1,091,682
Dr. James K. Reed
 
21,602,533
 
1,449,450
 
1,091,682
Edward Reinfurt
 
21,265,977
 
1,786,006
 
1,091,682

2.
The ratification of the appointment of Bonadio & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021.

For
Against
Abstain
Broker Non-Votes
23,835,231
251,729
56,705
—

3.
The approval of the Company’s 2020 Equity Incentive Plan.

With Pioneer Bancorp, MHC shares voted
       
For
Against
Abstain
Broker Non-Votes
22,032,740
897,768
121,475
1,091,682




Without Pioneer Bancorp, MHC shares voted
       
For
Against
Abstain
Broker Non-Votes
7,745,017
897,768
121,475
1,091,682

Item 9.01.                     Financial Statements and Exhibits

(d)  Exhibits.

























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.


 
PIONEER BANCORP, INC.
   
   
   
DATE: May 19, 2021
By:       /s/ Thomas L. Amell
 
Thomas L. Amell
 
President and Chief Executive Officer