false 0000712771 0000712771 2024-05-21 2024-05-21 0000712771 cnob:CommonStockCustomMember 2024-05-21 2024-05-21 0000712771 cnob:DepositarySharesEachRepresentingA140thInterestInAShareOf525SeriesANoncumulativePerpetualPreferredStockCustomMember 2024-05-21 2024-05-21
 
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
 
newlogo01.jpg
 
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
 
 
 
 
v3.24.1.1.u2
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

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