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 22, 2019

 

WELLESLEY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

001-35352

 

45-3219901

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)   (IRS Employer
Identification No.)

 

40 Central Street, Wellesley, Massachusetts, 02482

(Address of principal executive offices) (Zip Code)

 

(781) 235-2550

(Registrant’s telephone number, including area code)

 

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))

 

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 per share   WEBK   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 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)   On May 22, 2019, the stockholders of Wellesley Bancorp, Inc. (the “Company”) elected James J. Malerba to the Board of Directors of the Company. Mr. Malerba is expected to serve on the Company’s Audit, Security, and Risk Committees. As an independent director, Mr. Malerba will receive the customary fees and benefits for his service on the Company’s Board of Directors, the Bank’s Board of Directors and the Committees thereof.

 

There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Malerba had or will have a direct or indirect material interest.

 

A copy of the press release announcing Mr. Malerba’s election to the Board of Directors is included as Exhibit 99.1 and incorporated herein by reference.

 

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

 

The annual meeting of the shareholders of the Company was held on May 22, 2019. The final results for each of the matters submitted to a vote of shareholders at the annual meeting are as follows:

 

1. The following individuals were elected as directors, each for a three-year term, by the following vote:

 

Name   FOR   WITHHELD   BROKER NON-VOTES
Simon R. Gerlin   1,221,859   2,860   865,323
James J. Malerba   1,210,966   13,753   865,323
Leslie B. Shea   1,221,619   3,100   865,323

 

2. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:

 

FOR   AGAINST   ABSTAIN
1,168,198   27,194   29,327

 

There were 865,323 broker non-votes on the proposal.

 

3. The shareholders voted in favor of a two year frequency of the advisory vote on the compensation of the Company’s named executive officers by the following vote:

 

1 YEAR   2 YEARS   3 YEARS   ABSTAIN
237,014   906,947   60,553   20,204

 

There were 865,323 broker non-votes on the proposal.

 

4. The appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified by the shareholders by the following vote:

 

FOR   AGAINST   ABSTAIN
2,076,353   11,478   2,211

 

There were no broker non-votes on the proposal.

 

 

 

 

Item 8.01 Other Events

 

On May 22, 2019, the Board of Directors of the Company declared a cash dividend on the Company’s outstanding shares of stock. The dividend of $0.06 per share will be paid on or about June 19, 2019, to stockholders of record as of the close of business on June 5, 2019.

 

A copy of the press release announcing the cash dividend is included as Exhibit 99.2 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Number Description
99.1 Press Release dated May 23, 2019
99.2 Press Release dated May 23, 2019

 

 

 

 

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.

 

  WELLESLEY BANCORP, INC.
       
Date: May 23, 2019 By:   /s/ Thomas J. Fontaine  
    Thomas J. Fontaine  
    President and Chief Executive Officer

 

 

 

 
Exhibit 99.1
 

Wellesley Bancorp, Inc. Shareholders Elect James J. Malerba As Director

WELLESLEY, Mass., May 23, 2019 /PRNewswire/ -- Wellesley Bancorp, Inc. (Nasdaq: WEBK) (the "Company"), the parent company of Wellesley Bank (the "Bank"), today announced that the Company's shareholders have elected James J. Malerba to the Company's Board of Directors. Mr. Malerba has also been appointed to the Bank's Board of Directors.

Mr. Malerba was an Executive Vice President and Chief Financial Officer with Radius Bank from 2014 to 2018. Prior to his service at Radius Bank, Mr. Malerba was Executive Vice President, Chief Administrative Officer and Controller at State Street Bank from 2004 to 2014.

"We are very pleased to welcome James J. Malerba as a director of the Company and the Bank," said Thomas J. Fontaine, President and Chief Executive Officer of the Company and the Bank. "Jim's background as an executive serving in compliance and audit roles also provides the Board with significant financial and operational expertise. The Board believes that Jim's community banking, audit and accounting experience will be of great value to us as we approach $1 billion in assets, and beyond."

About Wellesley Bancorp

Wellesley Bank and its wholly-owned wealth management company, Wellesley Investment Partners, LLC, are subsidiaries of Wellesley Bancorp, Inc.

Wellesley Bank provides personal, customized, premier banking services to successful people, families, businesses and Non-profit organizations. The bank has six full-service banking offices in Wellesley, Newton and Boston. Wellesley Investment Partners, a subsidiary of Wellesley Bank, provides wealth management services to individuals and families, private foundations and endowments. Wellesley Bank has been serving the Greater Boston Area for over 105 years.



CONTACT: Wellesley Bancorp, Inc., Thomas J. Fontaine, President and Chief Executive Officer, (781) 235-2550

 

Exhibit 99.2

 

Wellesley Bancorp, Inc. Announces Increased Quarterly Cash Dividend

 

Wellesley, Mass.—(PR Newswire)—May 23, 2019— Wellesley Bancorp, Inc. (Nasdaq Capital Market: WEBK) (the “Company”), the holding company for Wellesley Bank today announced that on May 22, 2019, its Board of Directors approved a quarterly cash dividend to its stockholders of $0.06 per common share, an increase of 9.1% from the prior quarter’s dividend, to be paid on June 19, 2019 to stockholders of record as of the close of business on June 5, 2019.

 

 

About Wellesley Bancorp

 

Wellesley Bank and its wholly-owned wealth management company, Wellesley Investment Partners, LLC, are subsidiaries of Wellesley Bancorp, Inc.

 

Wellesley Bank provides personal, customized, premier banking services to successful people, families, businesses and Non-profit organizations.  The bank has six full-service banking offices in Wellesley, Newton and Boston. Wellesley Investment Partners, a subsidiary of Wellesley Bank, provides wealth management services to individuals and families, private foundations and endowments. Wellesley Bank has been serving the Greater Boston Area for over 105 years.

 

 

Forward Looking Statements

This press release contains certain forward-looking statements about the Company and the Bank. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged.

 

 

CONTACT:

Wellesley Bancorp, Inc.

Thomas J. Fontaine, President and Chief Executive Officer

781-235-2550