FCCY 1ST Constitution Bancorp

Filed: 31 May 21, 8:00pm










Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported)May 27, 2021




(Exact Name of Registrant as Specified in Charter)


New Jersey000-3289122-3665653
(State or Other Jurisdiction of Incorporation)(Commission File Number)

(IRS Employer

Identification Number)



2650 Route 130P.O. Box 634CranburyNew Jersey08512
(Address of Principal Executive Offices)(Zip Code)



Registrant’s telephone number, including area code609655-4500


Not Applicable
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueFCCYNASDAQ 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 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of 1st Constitution Bancorp (the “Company”) was held on Thursday, May 27, 2021.


At the Annual Meeting, each of Charles S. Crow, III, J. Lynne Cannon, Carmen M. Penta and William J. Barrett was elected as a Class I director of the Company to serve a term of three years to expire at the 2024 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified.  The results of the election were as follows:


NomineeForWithheldBroker Non-Votes
Charles S. Crow, III6,581,767684,9251,696,194
J. Lynne Cannon6,849,661417,0311,696,194
Carmen M. Penta6,869,476397,2161,696,194
William J. Barrett6,914,501352,1911,696,194


Directors whose term of office continued following the meeting were Robert F. Mangano, James G. Aaron, Raymond R. Ciccone, Antonio L. Cruz, Edwin J. Pisani, William M. Rue and Roy D. Tartaglia.


An advisory (non-binding) vote on executive compensation was taken at the Annual Meeting. The proposal was approved by the shareholders, with 6,476,450 shares voting in favor of the proposal and 756,264 shares voting against the proposal. There were 33,978 abstentions and 1,696,194 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 2021 fiscal year.  The proposal was approved by the shareholders, with 8,528,881 shares voting in favor of the proposal and 128,178 shares voting against the proposal. There were 305,827 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.



Date: May 28, 2021By: /s/ ROBERT F. MANGANO
 Name:Robert F. Mangano
 Title:President and Chief Executive Officer