Current Report Filing (8-k)
20 September 2021 - 2:57PM
Edgar (US Regulatory)
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0001263762
2021-09-17
2021-09-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2021
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SELECT BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
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North Carolina
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000-50400
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20-0218264
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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700 W. Cumberland Street, Dunn, North Carolina
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28334
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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: (910) 892-7080
Not Applicable
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(Former name or former address, if changed since last report)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, par value $1.00 per share
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SLCT
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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 or Rule 12b-2 of the Securities Exchange Act
of 1934.
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. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On September 17, 2021, Select Bancorp, Inc. (the
“Company”) held a special meeting of shareholders. The voting results of the three proposals submitted to shareholders at
the special meeting are set forth below. Each proposal submitted to shareholders was approved by the shareholders entitled to vote at
the special meeting. The proposals below are described in greater detail in the definitive joint proxy statement/prospectus, dated as
of July 28, 2021, and previously filed by the Company with the U.S. Securities and Exchange Commission on July 28, 2021.
Proposal 1 – Merger Proposal: Proposal
to approve the Agreement and Plan of Merger and Reorganization dated June 1, 2021, or the merger agreement, between the Company and First
Bancorp, pursuant to which the Company will merge with and into First Bancorp.
For
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Against
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Abstain
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Broker Non-Votes
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11,583,579
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13,255
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10,745
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-0-
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Proposal 2 – Merger-related Compensation
Proposal: Proposal to approve, on an advisory (non-binding basis), the compensation that certain executive officers of the Company
may receive in connection with the merger pursuant to existing agreements or arrangements with the Company.
For
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Against
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Abstain
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Broker Non-Votes
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10,911,042
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560,223
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136,314
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-0-
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Proposal 3 – Adjournment Proposal:
Proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal.
For
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Against
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Abstain
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Broker Non-Votes
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11,206,776
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346,217
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54,586
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-0-
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With respect to the adjournment proposal, although the vote was taken,
no motion to adjourn was made because the merger proposal was approved.
Approximately 67.2% of the votes entitled to be
cast on the merger proposal voted for approval of the merger agreement. Of those shares actually present at the special meeting in person
or by proxy, approximately 99.8% of the votes cast on the merger proposal voted for approval of the merger agreement.
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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SELECT BANCORP, INC.
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Date: September 20, 2021
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By:
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/s/ Mark A. Jeffries
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Mark A. Jeffries
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Executive Vice President and Chief Financial Officer
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