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PGC Peapack-Gladstone Financial

Filed: 4 May 21, 2:41pm

 

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 4, 2021

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

New Jersey

001-16197

22-3537895

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

  of Incorporation)

File Number)

Identification No.)

 

 

 

500 Hills Drive, Suite 300, Bedminster, New Jersey

07921

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code

(908) 234-0700

 

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

 

PGC

 

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 CFR 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.

 

 

 


 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On May 4, 2021, the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation (the “Company”) was held.  

 

At the Annual Meeting, the Company’s shareholders took the following actions:

Proposal #1 – Election of Directors. Voted on the election of 13 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors.  The following is a list of directors elected at the Annual Meeting.

 

Name

For

Withheld

Carmen M. Bowser

14,999,099

421,112

Dr. Susan A. Cole

15,151,209

269,002

Anthony J. Consi, II

14,156,158

1,264,053

Richard Daingerfield

15,174,693

245,518

Edward A. Gramigna, Jr

14,973,753

446,458

Peter D. Horst

14,982,659

437,552

Steven A. Kass

15,175,088

245,123

Douglas L. Kennedy

15,176,317

243,894

F. Duffield Meyercord

14,000,688

1,419,523

Patrick J. Mullen

15,165,067

255,144

Philip W. Smith, III

14,223,719

1,196,492

Anthony Spinelli

14,456,212

963,999

Beth Welsh

15,163,078

257,133

 

There were 1,277,183 broker non-votes on the proposal.

 

Proposal #2 - Compensation of Executive Officers. Voted on a non-binding, advisory basis to approve the compensation of the Company’s named executive officers.

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:

 

 

Number of Votes

For

12,080,472

Against

3,244,840

Abstentions

94,899

Broker Non-Votes

1,277,183

 


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Proposal #3 – Approval of the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan. Voted to approve the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan.

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:

 

 

Number of Votes

For

10,529,043

Against

4,822,972

Abstentions

68,196

Broker Non-Votes

1,277,183

 

 

Proposal #4 - Ratification of the Independent Registered Public Accounting Firm.  Voted to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions, is as follows:

 

 

Number of Votes

For

16,506,959

Against

187,884

Abstentions

2,551

 

Item 7.01

Regulation FD Disclosure

The Company is furnishing the presentation materials presented at the Annual Meeting as Exhibit 99.1 to this report.  The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

 

Item 9.01

Financial Statements and Exhibits.

 (d)Exhibits.

  

Exhibit No.

 

Title

 

 

 

99.1

 

Slides used by the Company at the 2021 Annual Meeting of Shareholders

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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The press release disclosed in this Item 9.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

 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.

 

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

 

 

 

Dated: May 4, 2021

By:

/s/ Jeffrey J. Carfora

 

Jeffrey J. Carfora

 

Senior Executive Vice President and Chief Financial Officer

 

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