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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 11, 2022

 

 

 

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts 001-16767 73-1627673
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

141 Elm Street
Westfield, Massachusetts
  01085
(Address of principal executive offices)  

(zip code)

 

Registrant's telephone number, including area code: (413) 568-1911

 

(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 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:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value per share WNEB NASDAQ

 

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 11, 2022, Western New England Bancorp, Inc., (the “Company) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 22,802,029 shares of common stock eligible to be voted at the Annual Meeting and 19,349,774 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.

 

There were three proposals submitted to the Company’s shareholders at the Annual Meeting.  The shareholders elected the nominees listed in Proposal 1 and approved Proposals 2 and 3. Proposals 1, 2, and 3 are detailed in the Company’s Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 30, 2022. The final results of voting on each of the proposals are as follows:

 

Proposal 1: Consideration and vote upon a proposal to elect two Directors of the Company for a three-year term expiring in 2025.

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Gary G. Fitzgerald   15,343,207   121,826   3,884,741
Paul C. Picknelly   14,667,794   797,239   3,884,741

 

Proposal 2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

15,016,389   315,488   133,155   3,884,742

 

 

Proposal 3: Consider and vote upon a proposal for the ratification of the appointment by the Company’s Board of Directors of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Votes

19,102,152   189,954   57,668  

 

 

 
 

 

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.

 

  WESTERN NEW ENGLAND BANCORP, INC.
     
     
  By: /s/ Guida R. Sajdak  
    Guida R. Sajdak  
    Chief Financial Officer  
       

Dated: May 11, 2022

 

 

 

 

 

 

 

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