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): May 18, 2021
Pioneer Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-38991
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83-4274253
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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652 Albany Shaker Road, Albany, New York
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12211
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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: (518)
730-3025
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))
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 Stock, par value $0.01
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PBFS
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The Nasdaq Stock Market, LLC
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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 [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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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(e) On May 18, 2021, the stockholders of Pioneer Bancorp, Inc. (the “Company”) approved the Company’s 2020 Equity Incentive Plan (the “Plan”), which provides for the grant of
stock-based awards to officers, employees and directors of the Company and Pioneer Bank. The Plan remains subject to approval by the New York State Department of Financial Services. A description of the material terms of the Plan is contained in
the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 5, 2021. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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The Annual Meeting of Stockholders of the Company was held on May 18, 2021. The matters listed below were submitted to a vote of the
stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2021. All proposals were approved by the Company’s
stockholders. The final results of the stockholder vote were as follows:
1. Election of directors for three-year terms.
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For
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Withheld
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Broker
Non-Votes
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Stacey Hengsterman
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22,351,361
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700,622
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1,091,682
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Dr. James K. Reed
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21,602,533
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1,449,450
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1,091,682
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Edward Reinfurt
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21,265,977
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1,786,006
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1,091,682
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2.
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The ratification of the appointment of Bonadio & Co., LLP as
the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021.
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For
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Against
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Abstain
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Broker Non-Votes
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23,835,231
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251,729
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56,705
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—
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3.
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The approval of the Company’s 2020 Equity Incentive Plan.
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With Pioneer Bancorp, MHC shares voted
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For
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Against
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Abstain
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Broker Non-Votes
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22,032,740
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897,768
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121,475
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1,091,682
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Without Pioneer Bancorp, MHC shares voted
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For
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Against
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Abstain
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Broker Non-Votes
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7,745,017
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897,768
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121,475
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1,091,682
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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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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PIONEER BANCORP, INC.
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DATE: May 19, 2021
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By: /s/ Thomas L. Amell
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Thomas L. Amell
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President and Chief Executive Officer
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