bwfg-20200812
0001505732FALSE00015057322020-08-122020-08-12



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):  August 12, 2020
Bankwell Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Connecticut001-3644820-8251355
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
220 Elm Street
New Canaan, Connecticut 06840
(203) 652-0166
(Address of Principal Executive Officers and Telephone Number)

N/A
(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(s)
Name of Each Exchange on Which
Registered
Common Stock, no par value per
share

BWFG
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.07Submission of Matter to a Vote of Security Holders
  
 On August 12, 2020, Bankwell Financial Group, Inc. (Nasdaq BWFG), (the "Company") held its Annual Meeting of Shareholders (the "Meeting"). Of the 7,871,419 shares of the Company's common stock outstanding as of the record date for the Meeting, 6,596,509 shares were present or represented by proxy at the Meeting.
The voting results from the Meeting were as follows:
  
1.Election of Directors for One-Year Terms (Proposal 1).
DirectorForWithheld
George P. Bauer4,842,315 (97.12%)143,352 (2.88%)
Gail E.D. Brathwaite4,157,847 (83.40%)827,820 (16.60%)
Richard E. Castiglioni3,831,099 (76.84%)1,154,568 (23.16%)
Eric J. Dale4,456,335 (89.38%)529,332 (10.62%)
Blake S. Drexler4,809,370 (96.46%)176,297 (3.54%)
James M. Garnett Jr.4,820,997 (96.70%)164,670 (3.30%)
Christopher R. Gruseke4,800,376 (96.28%)185,291 (3.72%)
Daniel S. Jones4,845,338 (97.19%)140,329 (2.81%)
Todd Lampert3,834,950 (76.92%)1,150,717 (23.08%)
Victor S. Liss4,803,234 (96.34%)182,433 (3.66%)
Carl M. Porto3,737,029 (74.96%)1,248,638 (25.04%)
Lawrence B. Seidman4,943,879 (99.16%)41,788 (0.84%)
There were 1,610,842 broker non-votes on the Proposal.
2.Approval on an advisory (non-binding) proposal on the Company's executive compensation (Proposal 2).
For4,477,905 (89.82%)
Against430,437 (8.63%)
Abstain77,325 (1.55%)
There were 1,610,842 broker non-votes on the Proposal.
3.Approval on an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company's executive compensation (Proposal 3).
1 Year4,675,101 (93.77%)
2 Years10,802 (0.22%)
3 Years206,152 (4.13%)
Abstain93,612 (1.88%)
There were 1,610,842 broker non-votes on the Proposal.



4.Ratification of Appointment of RSM US LLP as independent auditors of the Company for the fiscal year ending December 31, 2020 (Proposal 4).
For6,551,174 (99.31%)
Against42,012 (0.64%)
Abstain3,323 (0.05%)
There were no broker non-votes on the Proposal.
Accordingly, all Director nominees were elected and the independent auditors were ratified. The advisory (non-binding) proposal on the Company's executive compensation was also approved. The Company has considered the outcome of the advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company's executive compensation and has determined, as was recommended with respect to this proposal by the Company's Board of Directors in the Company's Definitive Proxy Statement, that the Company will hold future say-on-pay votes every year until the occurrence of the next advisory vote on the frequency of say-on-pay votes. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company's 2026 Annual Meeting of Shareholders.


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.
  
 BANKWELL FINANCIAL GROUP, INC.
 Registrant
  
  
  
August 12, 2020
By:  /s/ Penko K. Ivanov
 Penko K. Ivanov
 Executive Vice President
 and Chief Financial Officer




v3.20.2
Cover
Aug. 12, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 12, 2020
Entity Registrant Name Bankwell Financial Group, Inc.
Entity Incorporation, State CT
Entity File Number 001-36448
Entity Tax Identification Number 20-8251355
Entity Address, Street Name 220 Elm Street
Entity Address, City New Canaan
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06840
City Area Code 203
Local Phone Number 652-0166
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of Each Class Common Stock, no par value pershare
Trading Symbol(s) BWFG
Name of Each Exchange on Which Registered NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001505732
Amendment Flag false