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): December 23, 2014
PATRIOT NATIONAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Connecticut | 000-29599 | 06-1559137 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 900 Bedford Street, Stamford, Connecticut | 06901 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 324-7500
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:
| ¨ | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
There were three (3) matters submitted to a vote of securities holders at the 2014 Annual Meeting of Shareholders of Patriot National Bancorp, Inc. (“Patriot”), which was held on December 23, 2014. Following are the three (3) proposals:
(1) To elect six (6) directors to serve until Patriot’s Annual Meeting of Shareholders to be held in 2015 and until their successors are elected.
The results of the voting were as follows:
| NAME OF DIRECTOR |
VOTES FOR |
VOTES WITHHELD |
BROKER NON-VOTES |
|||||||||
| Michael A. Carrazza |
33,671,500 | 0 | 0 | |||||||||
| Kenneth T. Neilson |
33,671,500 | 0 | 0 | |||||||||
| Edward N. Constantino |
33,671,500 | 0 | 0 | |||||||||
| Raymond B. Smyth |
33,671,500 | 0 | 0 | |||||||||
| Emile Van den Bol |
33,671,500 | 0 | 0 | |||||||||
| Michael J. Weinbaum |
33,671,500 | 0 | 0 | |||||||||
(2) To ratify the appointment of KPMG LLP to serve as the independent registered public accounting firm for Patriot for the 2014 fiscal year.
The results of the voting were as follows:
| VOTES FOR |
33,671,500 | |||
| VOTES AGAINST |
0 | |||
| ABSTAINED |
0 | |||
| BROKER NON-VOTES |
0 |
(3) To approve an amendment to the Patriot National Bancorp, Inc. Certificate of Incorporation to reflect a reverse stock split of the outstanding shares of Patriot’s common stock at a ratio of one-for-ten (1:10).
The results of the voting were as follows:
| VOTES FOR |
33,671,500 | |||
| VOTES AGAINST |
0 | |||
| ABSTAINED |
0 | |||
| BROKER NON-VOTES |
0 |
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.
| PATRIOT NATIONAL BANCORP, INC. | ||||||
| Date: December 29, 2014 | By: | /s/ Kenneth T. Neilson | ||||
| Kenneth T. Neilson | ||||||
| President and Chief Executive Officer | ||||||