Form 8-K - Current report

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 21, 2024

CONNECTONE BANCORP, INC.

(Exact name of Company as specified in its charter)

New Jersey	000-11486	52-1273725
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No

301 Sylvan Avenue
Englewood Cliffs, New Jersey		07632
(Address of principal executive offices)		(Zip Code)

Company's telephone number, including area code (201) 816-8900

☐ 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 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. ☐

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	CNOB	NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 5.25% Series A Non-Cumulative, perpetual preferred stock)	CNOBP	NASDAQ

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 21, 2024, ConnectOne Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the SEC on April 11, 2024.

On April 1, 2024, the record date for the Annual Meeting, there were a total of 38,333,053shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 34,533,184shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting, and the final voting results with respect to such proposals, were as follows:

Proposal 1.

The election of twelve persons to serve as directors for one-year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Broker Non-Votes:

	FOR	WITHHELD	BROKER NON-VOTES
Frank Sorrentino III	27,730,969	540,170	6,262,045
Stephen T. Boswell	28,023,486	247,653	6,262,045
Frank W. Baier	27,946,699	324,440	6,262,045
Frank Huttle III	27,109,321	1,161,818	6,262,045
Michael Kempner	28,112,112	159,027	6,262,045
Elizabeth Magennis	27,951,373	319,766	6,262,045
Nicholas Minoia	27,352,815	918,324	6,262,045
Anson M. Moise	28,112,381	158,758	6,262,045
Katherin Nukk-Freeman	27,693,283	577,856	6,262,045
Susan O’Donnell	28,232,870	38,269	6,262,045
Daniel Rifkin	28,118,937	152,202	6,262,045
Mark Sokolich	28,114,521	156,618	6,262,045

Proposal 2:

The non-binding resolution with respect to the compensation of the Company’s executive officers was adopted. The votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows:

FOR		AGAINST		ABSTENTIONS		BROKER NON-VOTES
26,780,254		1,339,821		151,064		6,262,045

Proposal 3:

The shareholders adopted a non-binding resolution providing that the Company should hold future advisory votes on the compensation of the Company’s named executed officers annually, by the votes set forth in the table below:

ONE YEAR		TWO YEARS		THREE YEARS		ABSTENTIONS		BROKER NON-VOTES
25,697,306		58,217		2,383,237		132,379		6,262,045

The Board has considered the outcome of this advisory vote and determined that it will hold future advisory votes on executive compensation each year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation, which is required to occur no later than the Company’s 2030 annual meeting of shareholders.

Proposal 4:

The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024 was approved. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions was as follows:

FOR		AGAINST		ABSTENTIONS
34,003,124		522,368		7,692

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONNECTONE BANCORP, INC.
	(Registrant)


Dated: May 22, 2024	By:	/s/ William S. Burns
		WILLIAM S. BURNS
		Senior Executive Vice President and Chief Financial Officer

Document And Entity Information	May 21, 2024
Document Information [Line Items]
Entity, Registrant Name	CONNECTONE BANCORP, INC.
Document, Type	8-K
Document, Period End Date	May 21, 2024
Entity, Incorporation, State or Country Code	NJ
Entity, File Number	000-11486
Entity, Tax Identification Number	52-1273725
Entity, Address, Address Line One	301 Sylvan Avenue
Entity, Address, City or Town	Englewood Cliffs
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07632
City Area Code	201
Local Phone Number	816-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000712771
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	CNOB
Security Exchange Name	NASDAQ
DepositarySharesEachRepresentingA140thInterestInAShareOf525SeriesANoncumulativePerpetualPreferredStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 5.25% Series A Non-Cumulative, perpetual preferred stock)
Trading Symbol	CNOBP
Security Exchange Name	NASDAQ