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 16, 2019

 

 

People’s United Financial, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33326   20-8447891

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

850 Main Street,

Bridgeport, CT

   06604
(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code (203) 338-7171

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 obligations 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, $.01 par value per share

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share

 

PBCT  

 

PBCTP

 

NASDAQ Global Select Market

 

NASDAQ Global Select Market

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

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.

(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on May 16, 2019.

(b) There were 378,573,214 shares of common stock entitled to vote at the Annual Meeting, of which 329,231,050 shares were present in person or by proxy. Shareholders voted on the following matters at the Annual Meeting:

1. Election of twelve directors . The results of the election of the twelve nominees for director are indicated below.

 

Nominee

   Votes For      Votes Against      Abstentions      Broker
Non-Votes 		 

John P. Barnes

     260,794,145        11,960,214        848,334        55,628,357  

Collin P. Baron

     259,646,683        13,178,940        777,070        55,628,357  

Kevin T. Bottomley

     270,218,517        2,633,699        750,477        55,628,357  

George P. Carter

     252,858,905        19,991,474        752,314        55,628,357  

Jane Chwick

     268,965,350        3,808,368        828,975        55,628,357  

William F. Cruger, Jr.

     270,136,339        2,578,384        887,970        55,628,357  

John K. Dwight

     267,529,609        5,250,875        822,209        55,628,357  

Jerry Franklin

     261,765,782        10,975,929        860,982        55,628,357  

Janet M. Hansen

     262,724,587        10,134,180        743,926        55,628,357  

Nancy McAllister

     261,868,178        10,934,415        800,100        55,628,357  

Mark W. Richards

     263,451,726        9,295,514        855,843        55,628,357  

Kirk W. Walters

     265,569,022        7,292,910        740,761        55,628,357  

2. Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement . Holders of a majority of the Company’s shares present in person or by proxy and entitled to vote at the Annual Meeting gave advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement. 252,134,299 votes were cast for the proposal; 19,792,731 votes were cast against the proposal; and 1,675,663 shares abstained from voting on the proposal. There were 55,628,357 broker non-votes with respect to the proposal.

3. Vote on approval of amendments to Directors’ Equity Compensation Plan . Holders of a majority of the Company’s shares present in person or by proxy at the Annual Meeting voted to approve the proposed amendments to the Company’s Directors’ Equity Compensation Plan. 252,532,622 votes were cast for the proposal; 19,469,893 votes were cast against the proposal; and 1,600,178 shares abstained from voting on the proposal. There were 55,628,357 broker non-votes with respect to the proposal.

4. Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2019 . 317,365,622 votes were cast for the proposal; 10,541,592 votes were cast against the proposal; and 1,323,836 shares abstained from voting on the proposal. There were no broker non-votes with respect to the proposal.

(c) Not applicable.

 

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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.

 

     

People’s United Financial, Inc.

(Registrant)

Date: May 16, 2019    By:   

/s/ William J. Kelleher, III

(Signature)

   Name:    William J. Kelleher, III
   Title:    Assistant Secretary

 

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