Hanover Bancorp, Inc. /NY0001828588false00018285882024-03-052024-03-05

​

​

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): March 5, 2024

​

HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

​

​

​

​

New York

001-41384

81-3324480

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

​

​

​

​

​

​

​

80 East Jericho Turnpike, Mineola, New York

11501

(Address of principal executive offices)

(Zip Code)

​

Registrant’s telephone number, including area code: (516) 548-8500

​

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

Name of each exchange on which registered

Common stock

HNVR

NASDAQ

​

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. ☐

​

​

​

​

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

​

On March 5, 2024, Hanover Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below.

​

On January 23, 2024, the record date for the Annual Meeting, there were a total of 7,229,404 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 6,168,056 shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting, and the final voting results with respect to such proposals, were as follows:

​

Proposal 1:

The election of three persons to serve as directors for three year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Broker Non-Votes:

2

​

​

​

​

​

​

For

​

Withheld

​

Broker

Non-Votes

Varkey Abraham

​

5,551,837

​

221,630

​

394,589

Ahron H. Haspel

​

5,028,573

​

744,894

​

394,589

Robert Golden

​

5,531,041

​

242,426

​

394,589

​

​

Proposal 2:

The reincorporation of the Company from the State of New York to the State of Maryland was approved. The number of votes For and Against with regard to this proposal, as well as the number of abstentions and Broker Non-Votes were as follows:

​

​

​

​

FOR

​

AGAINST

​

ABSTAIN

​

BROKER NON-VOTES

4,806,407

​

919,958

​

47,102

​

394,589

​

​

​

Proposal 3:

As part of the reincorporation, an amendment to the Charter of the Surviving Corporation to permit the Board of Directors to increase or decrease the number of authorized shares and the number of shares of any class or series of the Company was approved. The number of votes For and Against with regard to this proposal, as well as the number of abstentions and Broker Non-Votes were as follows:

​

​

​

​

FOR

​

AGAINST

​

ABSTAIN

​

BROKER NON-VOTES

4,540,055

​

1,173,633

​

59,779

​

394,589

​

​

​

Proposal 4:

The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024 was approved. The number of votes For and Against with regard to this proposal, as well as the number of abstentions were as follows:

​

​

​

For

​

AGAINST

​

ABSTAIN

5,913,995

​

244,579

​

9,482

​

​

​

​

​

​

​

​

SIGNATURE

​

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.

​

​

​

HANOVER BANCORP, INC.

​

​

​

Date: March 6, 2024

​

By:

/s/ Lance P. Burke

​

​

​

Lance P. Burke

​

​

​

Executive Vice President & Chief Financial Officer

​

​

​

(Principal Financial Officer)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

v3.24.0.1
Document and Entity Information
Mar. 05, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Mar. 05, 2024
Entity File Number 001-41384
Entity Registrant Name Hanover Bancorp, Inc. /NY
Entity Incorporation, State or Country Code NY
Entity Tax Identification Number 81-3324480
Entity Address State Or Province NY
Entity Address, Address Line One 80 East Jericho Turnpike
Entity Address, City or Town Mineola
Entity Address, Postal Zip Code 11501
City Area Code 516
Local Phone Number 548-8500
Title of 12(b) Security Common stock
Trading Symbol HNVR
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001828588
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Hanover Bancorp (NASDAQ:HNVR)
Gráfica de Acción Histórica
De Abr 2024 a May 2024 Haga Click aquí para más Gráficas Hanover Bancorp.
Hanover Bancorp (NASDAQ:HNVR)
Gráfica de Acción Histórica
De May 2023 a May 2024 Haga Click aquí para más Gráficas Hanover Bancorp.