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

 

April 22, 2014

Date of Report (Date of earliest event reported)

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

New Jersey

(State or Other Jurisdiction of Incorporation)

 

001-16197 22-3537895
(Commission File Number) (IRS Employer Identification No.)

 

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921-1538

(Address of principal executive offices)

 

(908) 234-0700

(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))

 

 
 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.02 Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) On April 22, 2014, the shareholders of Peapack-Gladstone Financial Corporation (the “Company”) approved the amended Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan (the “Plan”). The Plan was amended by the Board of Directors on March 20, 2014. The amended Plan increases the shares available for issuance under the Plan by 300,000 shares.

 

Prior to this amendment, the 2012 Stock Incentive Plan was initially approved by the shareholders on April 24, 2012 and thereafter amended by shareholders on April 23, 2013. The foregoing description of the amended Plan is qualified in its entirety by reference to full text of the amended Plan which was filed as Exhibit A to the Company’s definitive proxy statement filed on March 21, 2014 (“Proxy Statement”).

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On April 22, 2014, the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation was held. A total of 10,568,688 of the Company’s shares were present or represented by proxy at the meeting. The Company’s shareholders took the following actions:

 

Proposal #1 - Voted on the election of 12 persons, named in the Proxy Statement, to serve as directors of Peapack-Gladstone Financial Corporation for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes “For” and “Withheld” as well as the number of abstentions and broker non-votes.

 

Name For Withheld Abstentions Broker Non-Votes
Finn M.W. Caspersen, Jr 9,257,835 124,603 0 1,186,250
Dr. Susan A. Cole 9,264,324 118,114 0 1,186,250
Anthony J. Consi, II 9,221,515 160,923 0 1,186,250
Edward A. Gramigna, Jr 9,277,512 104,926 0 1,186,250
Douglas L. Kennedy 9,247,769 134,669 0 1,186,250
Frank A. Kissel 9,246,026 136,412 0 1,186,250
John D. Kissel 9,239,513 142,925 0 1,186,250
James R. Lamb 9,273,416 109,022 0 1,186,250
Edward A. Merton 9,225,267 157,171 0 1,186,250
F. Duffield Meyercord 9,222,412 160,026 0 1,186,250
Philip W. Smith, III 9,078,834 303,604 0 1,186,250
Beth Welsh 9,264,647 117,791 0 1,186,250
         

 
 

Proposal #2 - Compensation of Executive Officers.

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:

 

  Number of Votes
For 8,152,846
Against 1,060,959
Abstentions 168,631
Broker Non-Votes 1,186,252

 

Proposal #3 - Approval of the amended Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan.

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:

 

  Number of Votes
For 8,260,655
Against 1,050,125
Abstentions 71,656
Broker Non-Votes 1,186,252

 

 
 

 

 

Proposal #4 - The Approval of the Peapack-Gladstone Financial Corporation 2014 Employee Stock Purchase Plan

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:

 

  Number of Votes
For 9,072,376
Against 223,291
Abstentions 86,768
Broker Non-Votes 1,186,253

 

Proposal #5 - Ratification of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:

 

  Number of Votes
For 10,443,757
Against 107,293
Abstentions 17,638
Broker Non-Votes 0

 

 

Item 9.01 Financial Statements and Exhibits.

 

10.1Peapack-Gladstone Financial Corporation Amended 2012 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 21, 2014)

 

 

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.

 

  PEAPACK-GLADSTONE FINANCIAL CORPORATION
   
Dated: April 28, 2014 By: /s/ Jeffrey J. Carfora                                                         
  Jeffrey J. Carfora
  Senior Executive Vice President and Chief Financial Officer and
  Principal Accounting Officer