False000084690100008469012022-05-172022-05-17
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): May 17, 2022
Lakeland Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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| New Jersey | 000-17820 | 22-2953275 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
250 Oak Ridge Road, Oak Ridge, New Jersey 7438
(Address of Principal Executive Offices) (Zip Code)
(973) 697-2000
(Registrant's telephone number, including area code)
Not Applicable
(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: |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value | | LBAI | | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2022, Lakeland Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Company’s Board of Directors solicited proxies. A total of 64,779,608 shares of the Company’s common stock were outstanding and entitled to vote on the March 25, 2022 record date, and a total of 53,375,727 shares of common stock were present in person or represented by proxies at the Annual Meeting.
The proposals voted upon at the meeting, all of which were approved, and the final voting results are as follows:
Proposal 1. With respect to the election of four directors of the Company for the terms described in the proxy statement pertaining to the Annual Meeting, the votes were as follows:
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| DIRECTOR | | FOR | | AUTHORITY
WITHHELD | | BROKER
NON-VOTES |
Lawrence R. Inserra, Jr. | | 44,285,946 | | 595,206 | | 8,494,575 |
| Robert F. Mangano | | 43,946,958 | | 934,194 | | 8,494,575 |
| Robert E. McCracken | | 34,714,059 | | 10,167,093 | | 8,494,575 |
| Thomas J. Shara | | 43,661,453 | | 1,219,699 | | 8,494,575 |
Proposal 2. With respect to the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in the proxy statement pertaining to the Annual Meeting, the votes were as follows:
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| FOR: | | AGAINST: | | ABSTAIN: | | BROKER
NON-VOTES |
| 42,517,285 | | 2,047,152 | | 316,715 | | 8,494,575 |
Proposal 3. With respect to ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022, the votes were as follows (there were no Broker Non-Votes):
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| FOR: | | AGAINST: | | ABSTAIN: |
| 52,568,469 | | 582,637 | | 224,621 |
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.
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| | Lakeland Bancorp, Inc. |
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Date: May 18, 2022 | By: | /s/ Timothy J. Matteson |
| | | Name: Timothy J. Matteson |
| | | Title: Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |