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
May 1 6 , 201 9
Date of Report (Date of earliest event reported)
T wo R iver B ancorp
(Exact name of registrant as specified in its charter)
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New Jersey |
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000-51889 |
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20-3700861 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Ident. No.) |
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766 Shrewsbury Avenue , Tinton Falls , New Jersey |
07724 |
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(Address of principal executive offices) |
(Zip Code) |
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(732) 389-8722 Registrant’s telephone number, including area code |
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N/A |
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(Former name or former address, if changed since last report.) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, no par value |
TRCB |
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 ☐
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.
On May 16, 2019, Two River Bancorp (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 5, 2019:
The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1 . The Company’s shareholders elected four individuals to serve on the Board of Directors as Class I directors, as set forth below:
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Name |
Votes
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Votes
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Broker
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James M. Bollerman |
4,005,656 |
506,270 |
2,916,037 |
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Robert B. Grossman, MD |
3,877,430 |
634,496 |
2,916,037 |
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John J. Perri, Jr., CPA |
3,968,630 |
543,296 |
2,916,037 |
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Robin Zager |
4,010,350 |
501,576 |
2,916,037 |
Proposal No. 2 . The Company’s shareholders approved the advisory vote to approve the Company’s named executive officer compensation, as set forth below:
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Votes
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Votes
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Abstentions |
Broker
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4,217,815 |
196,022 |
98,089 |
2,916,037 |
Proposal No. 3 . The Company’s shareholders approved the advisory vote to approve the frequency of the shareholder advisory vote to approve Company’s named executive officer compensation, as set forth below:
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1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
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3,672,518 |
279,252 |
416,447 |
143,709 |
2,916,037 |
Proposal No. 4 . The Company’s shareholders ratified the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2019, as set forth below:
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Votes
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Votes
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Abstentions |
Broker
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7,303,900 |
10,956 |
113,107 |
0 |
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.
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TWO RIVER BANCORP |
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Dated: May 17, 2019 |
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By: |
/s/ A. Richard Abrahamian |
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A. Richard Abrahamian |
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Executive Vice President and
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