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: April 14, 2020
Century Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Massachusetts (State or other jurisdiction of incorporation) |
0-15752 (Commission File No.) |
04-2498617 (IRS Employer Identification No.) | ||
| 400 Mystic Avenue Medford, MA (Address of principal executive offices) |
02155 (Zip Code) | |||
(781) 391-4000
(Registrant’s telephone number, including area code)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, $1.00 par value | CNBKA | Nasdaq Global Market |
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 5.07 | Submission of Matters to a Vote of Security Holders |
On April 14, 2020, Century Bancorp., Inc. (“the Company”) held its Annual Meeting of Class B Stockholders for the purpose of 1) fixing the number of directors for the ensuing year, 2) electing directors, and 3) ratifying and confirming the appointment of KPMG LLP as the independent auditors for the Company for the current fiscal year.
By a unanimous vote, a proposal to fix the number of directors for the ensuing year at 15 was approved. By the votes indicated below, each of the twelve current directors was reelected and will hold office for the ensuing year until his or her successor is chosen and qualified. The table below sets forth the names of the nominees, the votes cast for and withheld and the number of abstentions and broker non-votes for such nominees.
| Number of Votes For |
Number of Votes Withheld |
Number of Votes Abstained/ Non-votes |
||||||||||
| George R. Baldwin |
1,804,981 | 10 | 36,700 | |||||||||
| Stephen R. Delinsky |
1,804,981 | 10 | 36,700 | |||||||||
| Louis J. Grossman |
1,804,981 | 10 | 36,700 | |||||||||
| Russell B. Higley, Esq. |
1,804,981 | 10 | 36,700 | |||||||||
| Jackie Jenkins-Scott |
1,804,981 | 10 | 36,700 | |||||||||
| Linda Sloane Kay |
1,804,981 | 10 | 36,700 | |||||||||
| Fraser Lemley |
1,803,481 | 1,510 | 36,700 | |||||||||
| Joseph P. Mercurio |
1,804,981 | 10 | 36,700 | |||||||||
| Joseph J. Senna, Esq. |
1,804,991 | 0 | 36,700 | |||||||||
| Jo Ann Simons |
1,804,981 | 10 | 36,700 | |||||||||
| Barry R. Sloane |
1,804,981 | 10 | 36,700 | |||||||||
| George F. Swansburg |
1,804,991 | 0 | 36,700 | |||||||||
The proposal to ratify the appointment of KPMG LLP as the independent auditors for the Company for the current fiscal year was approved. The table below sets forth the votes cast for and against, and the number of abstentions and broker non-votes for such proposal.
| Number of Votes For |
Number of Votes Against |
Number of Votes Abstained | ||||
| To ratify and confirm the section by the Audit Committee of the Company’s Board of Directors of KPMG, LLP as independent auditors to certify the annual report of the Company for its current fiscal year. | 1,841,691 | 0 | 0 |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTURY BANCORP, INC. |
| /s/ William P. Hornby |
| William P. Hornby, CPA Chief Financial Officer and Treasurer |
Dated: April 17, 2020