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): September 15, 2016
PROVIDENT BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 001-37504 | 45-3231576 | ||
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
| 5 Market Street, Amesbury, Massachusetts | 01913 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (978) 834-8555 |
| Not Applicable |
| (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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 15, 2016, the shareholders of Provident Bancorp, Inc. (the “Company”) approved the Provident Bancorp, Inc. 2016 Equity Incentive Plan, which provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company. A description of the material terms of the plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on August 9, 2016. A copy of the plan is being filed as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of Shareholders of the Company held on September 15, 2016, the Company’s shareholders voted on the following matters:
| 1. | The election of the following four individuals to serve on the Company’s Board of Directors for the terms indicated and until their successors have been duly elected: |
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||
| John K. Bosen (three-year term) | 7,662,346 | 194,212 | 980,374 | |||
| David P. Mansfield (three-year term) | 7,771,948 | 84,610 | 980,374 | |||
| Lisa DeStefano (three-year term) | 7,776,280 | 80,278 | 980,374 | |||
| James A. DeLeo (one-year term) | 7,783,010 | 73,548 | 980,374 |
| 2. | The ratification of the appointment of Whittlesey & Hadley, P.C. as independent registered public accounting firm of the Company for the year ending December 31, 2016: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 8,690,566 | 35,864 | 110,502 | - |
| 3. | A proposal to approve the Provident Bancorp, Inc. 2016 Equity Incentive Plan: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 7,522,732 | 320,518 | 13,308 | 980,374 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Provident Bancorp, Inc. 2016 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Shareholders filed with the Securities and Exchange Commission on August 9, 2016 (File No. 001-37504)) |
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.
| PROVIDENT BANCORP, INC. | |||
| DATE: September 22, 2016 | By: | /s/ David P. Mansfield | |
| David P. Mansfield | |||
| President and Chief Executive Officer |