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EX-99.1 - EX-99.1 - HarborOne Bancorp, Inc.ex-99d1.htm

 

 

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): April 1, 2020

HarborOne Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)


 

 

 

Massachusetts

001-38955

81-1607465

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification Number

 

 

 

 

770 Oak Street, Brockton, Massachusetts 02301

(Address of principal executive offices)

 

(508) 895-1000

(Registrant’s telephone number, including area code)


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

HONE

The NASDAQ Stock Market LLC

 

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 [X]

 

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 8.01 Other Events

 

On April 1, 2020, HarborOne Bancorp, Inc. (the “Company”) issued a press release announcing that the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”) is expected to be held on September 25, 2020.  At the Annual Meeting, it is anticipated that shareholders will consider the election of directors whose terms expire in 2020, the ratification of the appointment of the Company’s independent registered public accounting firm, and the approval of an equity incentive plan.

 

Because the date of the Annual Meeting has been delayed by more than 30 days from the anniversary date of the 2019 annual meeting of shareholders held by the Company’s predecessor, the Company has set a new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the Annual Meeting. In order to be considered timely, such proposals must be received by the Company’s Secretary no later than May 14, 2020.  Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials. Proposals of shareholders must also comply with rules of the Securities and Exchange Commission (the “SEC”) regarding the inclusion of shareholder proposals in proxy materials and the Company may omit from its proxy materials any proposal that does not comply with the SEC’s rules.

 

Additionally, in accordance with the advance notice provisions set forth in the Company’s bylaws, in order for a shareholder proposal to be submitted outside of Rule 14a-8 of the Exchange Act or a director nomination submitted by a shareholder to be considered timely, it must be received by the Company’s Secretary not earlier than May 28, 2020 and not later than June 27, 2020. 

 

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

  

 Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

 

 

 

 

 

 

Number

 

Description

 

 

 

99.1

 

Press release dated April 1, 2020

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

 

 

 

 

 

 

 

 

 

HARBORONE BANCORP, INC.

 

 

 

By:

/s/ Joseph F. Casey

 

 

Name:

Joseph F. Casey

 

Title:

President and Chief Operating Officer

 

 

 

 

 

 

Date:  April 1, 2020