SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
May 21, 2020
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
2650 Route 130
P.O. Box 634
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code
(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
Name of each exchange on which registered
Common stock, no par value
NASDAQ Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.
The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of 1st Constitution Bancorp (the “Company”) was held on Thursday, May 21, 2020.
At the Annual Meeting, each of Raymond R. Ciccone, Edwin J. Pisani, Roy D. Tartaglia and Robert F. Mangano was elected as a Class III director of the Company to serve a term of three years to expire at the 2023 Annual Meeting of Shareholders or until his successor is duly elected and qualified. The results of the election were as follows:
Raymond R. Ciccone
Edwin J. Pisani
Roy D. Tartaglia
Robert F. Mangano
Directors whose term of office continued following the meeting were Charles S. Crow, III, J. Lynne Cannon, Carmen M. Penta, William J. Barrett, James G. Aaron, Antonio L. Cruz and William M. Rue.
A vote of the shareholders was taken at the Annual Meeting to adopt the 1st Constitution Bancorp 2020 Directors Stock Plan. The proposal was approved by the shareholders, with 6,245,672 shares voting in favor of the proposal and 506,215 shares voting against the proposal. There were 154,086 abstentions and 2,276,294 broker non-votes.
An advisory (non-binding) vote on executive compensation was taken at the Annual Meeting. The proposal was approved by the shareholders, with 6,152,455 shares voting in favor of the proposal and 617,652 shares voting against the proposal. There were 135,866 abstentions and 2,276,294 broker non-votes.
A vote of the shareholders was taken at the Annual Meeting to approve a proposal to ratify the selection of BDO USA LLP as the independent registered public accounting firm of the Company for the Company’s 2020 fiscal year. The proposal was approved by the shareholders, with 8,998,561 shares voting in favor of the proposal and 180,098 shares voting against the proposal. There were 3,608 abstentions and there were no broker non-votes.
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.
1ST CONSTITUTION BANCORP
Date: May 22, 2020
/s/ ROBERT F. MANGANO
Robert F. Mangano
President and Chief Executive Officer