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 11, 2022
_______________________
BROOKLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-23695 | 04-3402944 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. employer Identification No.) |
| 131 Clarendon Street, Boston, Massachusetts | 02116 | |
| (Address of principal executive offices) | (Zip Code) |
| (617) 425-4600 |
| (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 (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)) |
Indicate by check mark if 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 ☐
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 of $0.01 per share | BRKL | Nasdaq Global Select Market |
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 |
At the Annual Meeting, Joanne B. Chang, David C. Chapin, John A. Hackett, John L. Hall II, and John M. Pereira were elected as directors to hold office for a term of three years and until their successors are duly elected and qualified. In addition, the Company’s stockholders (i) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, and (ii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers.
The final voting results are set forth below.
(1) Election of directors:
| For | Against | Abstain | Broker Non-Votes | |
| Joanne B. Chang | 54,544,060 | 7,338,367 | 36,141 | 8,644,234 |
| David C. Chapin | 58,101,428 | 3,707,908 | 109,232 | 8,644,234 |
| John A. Hackett | 50,714,398 | 9,882,088 | 1,322,082 | 8,644,234 |
| John L. Hall II | 58,121,053 | 3,688,867 | 108,648 | 8,644,234 |
| John M. Pereira | 61,549,670 | 258,765 | 110,133 | 8,644,234 |
(2) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| For | Against | Abstain | Broker Non-Votes |
| 69,925,501 | 569,775 | 67,526 | 8,644,234 |
(3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes |
| 40,043,901 | 21,820,141 | 54,526 | 8,644,234 |
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.
| Date: May 13, 2022 | BROOKLINE BANCORP, INC. | |
| By: | /S/ Marissa Martin | |
| Marissa Martin | ||
| General Counsel and Secretary | ||