SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Brookline Bancorp, Inc., a Delaware corporation (the “Company”), held on May 12, 2021, the Company’s stockholders approved the Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”). The 2021 Plan permits awards to employees and directors in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards, or any combination thereof. The foregoing description of the 2021 Plan is qualified in its entirety by reference to the text of the 2021 Plan, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, John J. Doyle, Jr., Thomas J. Hollister, Charles H. Peck, Paul A. Perrault, and Joseph J. Slotnik were elected as directors to hold office for a term of three years and until their successors are duly elected and qualified. In addition, the Company’s stockholders (i) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, (ii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers, and (iii) approved the 2021 Plan.
The final voting results are set forth below.
(1) Election of directors:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||
| John J. Doyle, Jr. | 58,113,940 | 5,579,360 | 60,731 | 8,662,862 | |||||||||||
| Thomas J. Hollister | 63,142,525 | 556,534 | 54,972 | 8,662,862 | |||||||||||
| Charles H. Peck | 59,430,592 | 4,280,499 | 42,940 | 8,662,862 | |||||||||||
| Paul A. Perrault | 63,185,781 | 521,108 | 47,142 | 8,662,862 | |||||||||||
| Joseph J. Slotnik | 56,915,731 | 6,772,965 | 65,335 | 8,662,862 | |||||||||||
(2) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 71,740,388 | 584,829 | 91,676 | 8,662,862 | |||||||||||
(3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 61,904,610 | 1,757,479 | 91,942 | 8,662,862 | |||||||||||
(4) Approval of the 2021 Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 62,176,333 | 1,513,652 | 64,046 | 8,662,862 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan |
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.
| Date: May 13, 2021 | Brookline Bancorp, Inc. | |
| By: | /s/ Michael W. McCurdy | |
| Michael W. McCurdy Chief Risk Officer, General Counsel and Secretary | ||
EXHIBIT INDEX
The following exhibits are furnished as part of this report:
| Exhibit No. | Description |
| 10.1 | Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |