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): February 7, 2020

 

 

  

PB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   001-37676   47-5150586

(State or Other Jurisdiction

of Incorporation)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

         
40  Main Street, Putnam, Connecticut   06260
(Address of Principal Executive Offices) (Zip Code)

 

(860) 928-6501

 

(Registrant’s telephone number, including area code)

 

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 $0.01 per share   PBBI   The NASDAQ Stock Market, LLC

 

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 CRF 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. ¨

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Securities Holders

 

The annual meeting of stockholders (the “Meeting”) of PB Bancorp, Inc. (the “Company”) was held on February 7, 2020. At the Meeting, the stockholders voted on the following items:

 

1. The election of three directors of the Company, to serve for three-year terms and until their successor is elected and qualified.

 

    For   Withhold   Broker Non-Votes
             
Charles W. Bentley, Jr.   5,110,399   207,446   1,141,736
Paul M. Kelly   5,144,201   173,644   1,141,736
Charles H. Puffer   5,115,165   202,680   1,141,736

 

2. The approval of the Agreement and Plan of Merger, dated as October 22, 2019, by and among Centreville Bank, the Company and Putnam Bank, as well as the merger.

 

For   Against   Broker Non-Votes Abstentions
           
5,244,970   57,699   1,141,736 15,176

 

3. The approval of an advisory (non-binding) resolution of the compensation to be paid to the Named Executive Officers of the Company in connection with the merger.

 

For   Against   Broker Non-Votes Abstentions
           
3,838,716   1,386,174   1,141,738 92,953

 

4. The approval of an advisory (non-binding) resolution to approve the Company’s executive compensation as described in the Proxy Statement.

 

For   Voted Against   Broker Non-Votes Abstentions
           
5,035,675   183,736   1,141,738 98,432

 

5. The ratification of the appointment of Wolf & Company, P.C. as the independent registered public accounting firm for the Company for the fiscal year ending June 30, 2020.

 

For   Against   Abstentions
         
6,368,654   83,425   7,502

 

In connection with the Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Meeting, if necessary or appropriate, if there were not sufficient votes in favor of the Merger Agreement at the time of the Meeting. The adjournment proposal was not submitted to the stockholders of the Company for approval at the Meeting because Company stockholders approved the Merger Agreement, as noted above.

 

 

 

 

SIGNATURE

 

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.

 

  PB Bancorp, Inc.  
       
Dated: February 10, 2020 By: /s/ Thomas A. Borner  
    Thomas A. Borner  
    President and Chief Executive Officer  

 

 

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