UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 9, 2024, Western New England Bancorp, Inc. (the “Company” or “WNEB”) (NasdaqGS: WNEB), the holding company for Westfield Bank (the “Bank”) accepted the retirement of Gregg F. Orlen from its Board of Directors. Mr. Orlen’s retirement became effective at the Company’s 2024 Annual Meeting of Shareholders. Mr. Orlen’s retirement was due to the age-based retirement policy set forth in the Company’s Bylaws. Mr. Orlen will also step down from the Board’s Compensation Committee, where he served as Chairperson, as well as from the Nominating and Corporate Governance Committee.
Mr. Orlen was on the Board of Directors for Chicopee Savings Bank and Chicopee Bancorp, Inc. since 1999 and 2006, respectively. He joined Westfield Bank and the Company in 2016 when Chicopee Bancorp, Inc. merged with WNEB. Mr. Orlen will continue to serve on the Board of Directors of the Chicopee Savings Bank Charitable Foundation, an affiliate with Westfield Bank, a position he has held since its inception in 2006.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 9, 2024, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 21,705,631 shares of common stock eligible to be voted at the Annual Meeting and 17,956,104 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.
There were three proposals submitted to the Company’s shareholders at the Annual Meeting. The shareholders elected the director nominees listed in Proposal 1 and approved Proposals 2 and 3. Proposals 1, 2, and 3 are detailed in the Company’s Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 29, 2024. The final results of voting on each of the proposals are as follows:
Proposal 1: Consideration and vote upon a proposal to elect three Directors of the Company for a three-year term expiring in 2027.
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| James C. Hagan | 14,266,305 | 418,714 | 3,271,085 | |||
| William D. Masse | 14,319,092 | 365,927 | 3,271,085 | |||
| Philip R. Smith | 14,246,614 | 438,405 | 3,271,085 |
Proposal 2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s Named Executive Officers.
Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes | |||
| 14,002,320 | 289,114 | 393,585 | 3,271,085 |
Proposal 3: Consider and vote upon a proposal for the ratification of the appointment by the Company’s Board of Directors of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes | |||
| 16,769,061 | 292,835 | 894,208 | — |
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.
| WESTERN NEW ENGLAND BANCORP, INC. | ||||
| By: | /s/ Guida R. Sajdak | |||
| Guida R. Sajdak | ||||
| Chief Financial Officer | ||||
| Dated: May 9, 2024 | ||||
Cover |
May 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 09, 2024 |
| Entity File Number | 001-16767 |
| Entity Registrant Name | WESTERN NEW ENGLAND BANCORP, INC. |
| Entity Central Index Key | 0001157647 |
| Entity Tax Identification Number | 73-1627673 |
| Entity Incorporation, State or Country Code | MA |
| Entity Address, Address Line One | 141 Elm Street |
| Entity Address, City or Town | Westfield, |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01085 |
| City Area Code | (413) |
| Local Phone Number | 568-1911 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value per share |
| Trading Symbol | WNEB |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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