Item 5.07. Submission of Matters to a Vote of Security Holders
As further detailed in the Company's Definitive Proxy Statement for the Annual
Meeting filed with the
Proposal 1: Consideration and approval of the Agreement and Plan of Merger by
and between Provident Financial Services, Inc. and
Votes For Votes Against Abstain Broker Non-Vote 4,852,348.29 536,152.72 49,706.97 2,061,063.00
Proposal 2: Non-Binding Advisory Resolution on the Compensation Payable to the Company's Named Executive Officers in Connection with the Merger
Votes For Votes Against Abstain Broker Non-Vote 2,736,610.83 2,635,561.14 66,036.00 2,061,063.00
Proposal 3: Approval of One or More Adjournments of the Annual Meeting, if Necessary or Appropriate, to Solicit Additional Proxies if there are not Sufficient Votes at the Time of the Annual Meeting to Approve Proposal 1 or Proposal 2
Votes For Votes Against Abstain Broker Non-Vote 6,682,847.97 778,801.00 7,094.00 30,528.00
Proposal 4: Election of Directors
Nominee Votes For Votes Withheld Broker Non-Vote Gail Gordon 4,835,061.71 603,146.26 2,061,063.00 Edward J. Leppert 4,651,101.71 787,106.26 2,061,063.00 Michael X. McBride 4,819,114.71 619,093.26 2,061,063.00 Proposal 5: Non-Binding Advisory Resolution on the Compensation of the Company's Named Executive Officers Votes For Votes Against Abstain Broker Non-Vote 4,602,625.06 726,277.29 109,305.63 2,061,063.00
Proposal 6: Ratification of the Appointment of
Votes For Votes Against Abstain Broker Non-Vote 7,490,346.97 1,109.00 7,815.00 - Item 8.01 Other Events
On
A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger between SB One and Provident, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Provident's and SB One's plans, objectives, expectations and intentions and other statements contained in this Current Report on Form 8-K that are not historical facts; and (iii) other statements identified by words such as "expects" "anticipates," "intends," "plans," "believes," "seeks," "estimates," "targets," "projects," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of Provident and SB One and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Provident and SB One. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Provident and SB One may not
be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger,
including adverse effects on relationships with employees and customers, may be
greater than expected; (4) legislative or regulatory changes, including changes
in accounting standards, may adversely affect the businesses in which Provident
and SB One are engaged; (5) the interest rate environment may further compress
margins and adversely affect net interest income; (6) results may be adversely
affected by continued diversification of assets and adverse changes to credit
quality; (7) competition from other financial services companies in Provident's
and SB One's markets could adversely affect operations; and (8) an economic
slowdown could adversely affect credit quality and loan originations. Additional
factors that could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in Provident's and SB
One's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K) filed with the
In addition, the COVID-19 pandemic is having an adverse impact on both Provident
and SB One, their customers and the communities they serve. Given its ongoing
and dynamic nature, it is difficult to predict the full impact of the COVID-19
outbreak on Provident's and SB One's businesses. The extent of such impact will
depend on future developments, which are highly uncertain, including when the
coronavirus can be controlled and abated and when and how the economy may be
reopened and stay open. As the result of the COVID-19 pandemic and the related
adverse local and national economic consequences, both Provident and SB One
could be subject to any of the following risks, any of which could have a
material, adverse effect on our business, financial condition, liquidity, and
results of operations: the demand for their products and services may decline,
making it difficult to grow assets and income; if the economy is unable to
substantially reopen or stay open, and high levels of unemployment continue for
an extended period of time, loan delinquencies, problem assets, and foreclosures
may increase, resulting in increased charges and reduced income; collateral for
loans, especially real estate, may decline in value, which could cause loan
losses to increase; their allowances for loan losses may increase if borrowers
experience financial difficulties, which will adversely affect net income; the
net worth and liquidity of loan guarantors may decline, impairing their ability
to honor commitments to each company; as the result of the decline in the
Provident and SB One caution that the foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Provident or SB One or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Provident and SB One do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Joint Press Release, datedJune 24, 2020 .
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