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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 9, 2024

 

     

 

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts 001-16767 73-1627673
(State or other jurisdiction of
incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

141 Elm Street 01085

Westfield, Massachusetts

(Address of principal executive offices)

 (zip code)

Registrant's telephone number, including area code: (413) 568-1911

(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 class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value per share WNEB 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 9, 2024, Western New England Bancorp, Inc. (the “Company” or “WNEB”) (NasdaqGS: WNEB), the holding company for Westfield Bank (the “Bank”) accepted the retirement of Gregg F. Orlen from its Board of Directors. Mr. Orlen’s retirement became effective at the Company’s 2024 Annual Meeting of Shareholders. Mr. Orlen’s retirement was due to the age-based retirement policy set forth in the Company’s Bylaws. Mr. Orlen will also step down from the Board’s Compensation Committee, where he served as Chairperson, as well as from the Nominating and Corporate Governance Committee.

Mr. Orlen was on the Board of Directors for Chicopee Savings Bank and Chicopee Bancorp, Inc. since 1999 and 2006, respectively. He joined Westfield Bank and the Company in 2016 when Chicopee Bancorp, Inc. merged with WNEB. Mr. Orlen will continue to serve on the Board of Directors of the Chicopee Savings Bank Charitable Foundation, an affiliate with Westfield Bank, a position he has held since its inception in 2006.

 

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

 

On May 9, 2024, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 21,705,631 shares of common stock eligible to be voted at the Annual Meeting and 17,956,104 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.

 

There were three proposals submitted to the Company’s shareholders at the Annual Meeting.  The shareholders elected the director nominees listed in Proposal 1 and approved Proposals 2 and 3. Proposals 1, 2, and 3 are detailed in the Company’s Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 29, 2024. The final results of voting on each of the proposals are as follows:

 

Proposal 1: Consideration and vote upon a proposal to elect three Directors of the Company for a three-year term expiring in 2027.

 

Nominee

  

Votes For

  

Votes Withheld

  

Broker Non-Votes

James C. Hagan   14,266,305   418,714   3,271,085
William D. Masse   14,319,092   365,927   3,271,085
Philip R. Smith   14,246,614   438,405   3,271,085

 

Proposal 2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s Named Executive Officers.

 

Votes For

  

Votes Against

  

Votes Abstain

  

Broker Non-Votes

14,002,320   289,114   393,585   3,271,085

 

Proposal 3: Consider and vote upon a proposal for the ratification of the appointment by the Company’s Board of Directors of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes For

  

Votes Against

  

Votes Abstain

  

Broker Non-Votes

16,769,061   292,835   894,208   —

 

 

 

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.

 

    WESTERN NEW ENGLAND BANCORP, INC.  
       
    By: /s/ Guida R. Sajdak  
      Guida R. Sajdak  
      Chief Financial Officer  
       
Dated: May 9, 2024      

 
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Entity File Number 001-16767
Entity Registrant Name WESTERN NEW ENGLAND BANCORP, INC.
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Entity Tax Identification Number 73-1627673
Entity Incorporation, State or Country Code MA
Entity Address, Address Line One 141 Elm Street
Entity Address, City or Town Westfield,
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Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol WNEB
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