UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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
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. ☐
| Section 5. | Corporate Governance and Management |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) Effective May 19, 2021, Charles M. Andola retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Mr. Andola, age 77, has served on the Board of Directors of the Company and the Bank since 2014. Mr. Andola’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(b) Effective May 19, 2021, John F. Perotti retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Mr. Perotti, age 74, has served on the Board of Directors of the Company and the Bank since 1998 and 1985, respectively. Mr. Perotti’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(b) Effective May 19, 2021, Paul S. Hoffner was elected as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Mr. Hoffner, age 56, has been appointed by the Boards to serve on the Audit Committee, Human Resource and Compensation Committee, and Trust Committee, having previously determined that he satisfies all applicable requirements to serve on such committees.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The 2021 Annual Meeting of Shareholders (“Annual Meeting”) of the Company, was held on Wednesday, May 19, 2021. On the record date of March 15, 2021, there were 2,845,147 shares issued, outstanding and eligible to vote, of which 2,227,165 shares, or 78.27%, were represented at the Annual Meeting either in person or by proxy.
The results of matters voted upon are presented below:
| 1. | Three (3) directors were elected by the shareholders to serve as directors of Salisbury for a three-year term, who along with the six (6) directors whose terms do not expire at this meeting, will constitute the full Board of Directors of Salisbury: |
| Term | Votes For | Votes Withheld | Broker Non-votes | |
| Arthur J. Bassin | 3 years | 1,657,321 | 32,359 | 537,485 |
| Paul S. Hoffner | 3 years | 1,681,500 | 8,180 | 537,485 |
| Holly J. Nelson | 3 years | 1,651,771 | 37,909 | 537,485 |
| 2. | The ratification of the appointment of Baker Newman & Noyes, P.A., LLC as the independent registered public accounting firm for Salisbury for the fiscal year ending December 31, 2021. |
| Votes For | Votes Against | Abstentions | |
| 2,223,050 | 2,943 | 1,172 |
| 3. | The non-binding advisory vote on the compensation of the named executive officers. |
| Votes For | Votes Against | Abstentions | Broker Non-votes |
| 1,552,380 | 63,464 | 73,836 | 537,485 |
SIGNATURE
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.
Salisbury Bancorp, Inc.
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Date: May 20, 2021
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By: |
/s/ Richard J. Cantele, Jr. Richard J. Cantele, Jr. President and Chief Executive Officer |