pgc-8k_20190430.htm

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

 

April 30, 2019

Date of Report (Date of earliest event reported)

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

New Jersey 

(State or Other Jurisdiction of Incorporation)

 

001-16197

 

22-3537895

(Commission File Number)

 

(IRS Employer Identification No.)

 

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921-1538 

(Address of principal executive offices)

 

(908) 234-0700

(Registrant's telephone number, including area code)

 

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

 

PGC

 

NASDAQ Global Select Market

 

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07  Submission of Matters to a Vote of Security Holders.

 

On April 30, 2019, the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation (the “Company”) was held.  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.

 

Name

For

Withheld

Carmen M. Bowser

14,884,602

105,777

Dr. Susan A. Cole

14,882,510

107,869

Anthony J. Consi, II

14,890,171

100,208

Richard Daingerfield

14,906,221

84,158

Edward A. Gramigna, Jr

14,875,958

114,422

Peter Horst

14,908,142

82,237

Steven A. Kass

14,917,007

73,372

Douglas L. Kennedy

14,915,717

74,662

Patrick J. Mullen

14,914,470

75,909

F. Duffield Meyercord

14,867,971

122,408

Philip W. Smith, III

14,031,888

958,491

Tony Spinelli

14,906,055

84,324

Beth Welsh

14,904,090

86,289

 

There were 1,754,985 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

14,404,402

Against

    485,296

Abstentions

    100,681

Broker Non-Votes

1,754,985

 



 

Proposal #3 - Ratification of the Independent Registered Public Accounting Firm.  Voted to ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

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

 

 

Number of Votes

For

16,669,963

Against

       74,384

Abstentions

         1,017

 



 

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 3, 2019

 

By:

/s/ Jeffrey J. Carfora

 

 

 

Jeffrey J. Carfora

 

 

 

Senior Executive Vice President and Chief Financial

 

 

 

Officer