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): November 1, 2012
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NEW ENGLAND BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
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Maryland
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0-51589
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04-3693643
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(State or other Jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File Number)
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Identification No.)
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855 Enfield Street, Enfield, Connecticut 06082
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(Address of principal executive offices)
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(860) 253-5200
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders
The 2012 Annual Meeting of Stockholders of New England Bancshares, Inc. (the “Company”) was held on November 1, 2012 (the “Annual Meeting”). The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders was as follows:
Matter 1. The approval and adoption of the Agreement and Plan of Merger, dated May 30, 2012, by and between United Financial Bancorp, Inc and New England Bancshares, Inc. pursuant to which New England Bancshares, Inc. will merge with and into United Financial Bancorp, Inc.
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Shares Voted For
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Shares Voted Against
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Abstentions
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3,324,745
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190,104
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11,551
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Matter 2. A proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Agreement and Plan of Merger.
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Shares Voted For
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Shares Voted Against
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Abstentions
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4,022,608
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344,265
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27,895
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Matter 3. A non-binding advisory resolution approving the compensation payable to the named executive officers of New England Bancshares, Inc. in connection with the merger.
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Shares Voted For
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Shares Voted Against
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Abstentions
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2,999,955
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466,487
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59,958
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Matter 4. The election of Lucien P. Bolduc, Myron J. Marek, Thomas P. O’Brien and Kathryn C. Reinhard as directors for a term of three years.
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Nominee
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Shares Voted For
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Shares Withheld
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Broker Non-Votes
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Lucien P. Bolduc
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3,420,779
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105,621
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868,368
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Myron J. Marek
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3,401,247
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125,153
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868,368
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Thomas P. O’Brien
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3,406,553
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119,847
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868,368
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Kathryn C. Reinhard
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3,406,583
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119,817
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868,368
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Matter 5. The ratification of the appointment of Shatswell, MacLeod & Company P.C. as independent auditors of New England Bancshares, Inc. for the fiscal year ending March 31, 2013.
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Shares Voted For
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Shares Voted Against
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Abstentions
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4,269,650
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105,976
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19,142
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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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NEW ENGLAND BANCSHARES, INC.
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DATE: November 2, 2012
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By:/s/ David J. O’Connor
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David J. O’Connor
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President and Chief Executive Officer
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