Current Report Filing (8-k)
04 Mayo 2021 - 1:42PM
Edgar (US Regulatory)
false
0001050743
0001050743
2021-05-04
2021-05-04
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
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Date of report (Date of earliest event reported)
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May 4, 2021
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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New Jersey
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001-16197
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22-3537895
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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500 Hills Drive, Suite 300, Bedminster, New Jersey
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07921
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(908) 234-0700
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common
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PGC
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The NASDAQ Stock Market, LLC
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Name
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For
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Withheld
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Carmen M. Bowser
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14,999,099
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421,112
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Dr. Susan A. Cole
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15,151,209
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269,002
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Anthony J. Consi, II
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14,156,158
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1,264,053
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Richard Daingerfield
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15,174,693
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245,518
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Edward A. Gramigna, Jr
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14,973,753
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446,458
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Peter D. Horst
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14,982,659
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437,552
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Steven A. Kass
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15,175,088
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245,123
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Douglas L. Kennedy
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15,176,317
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243,894
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F. Duffield Meyercord
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14,000,688
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1,419,523
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Patrick J. Mullen
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15,165,067
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255,144
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Philip W. Smith, III
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14,223,719
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1,196,492
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Anthony Spinelli
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14,456,212
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963,999
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Beth Welsh
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15,163,078
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257,133
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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:
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Number of Votes
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For
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12,080,472
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Against
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3,244,840
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Abstentions
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94,899
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Broker Non-Votes
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1,277,183
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3
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:
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Number of Votes
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For
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10,529,043
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Against
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4,822,972
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Abstentions
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68,196
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Broker Non-Votes
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1,277,183
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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:
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Number of Votes
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For
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16,506,959
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Against
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187,884
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Abstentions
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2,551
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Item 7.01
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Regulation FD Disclosure
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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).
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Item 9.01
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Financial Statements and Exhibits.
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(d)Exhibits.
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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.
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
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Dated: May 4, 2021
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By:
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/s/ Jeffrey J. Carfora
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Jeffrey J. Carfora
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Senior Executive Vice President and Chief Financial Officer
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5
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