Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 3, 2021, 1st Constitution Bancorp ("1st Constitution") held a
special meeting of shareholders (the "Special Meeting") in connection with the
previously announced proposed merger (the "Merger") of 1st Constitution with and
into Lakeland Bancorp, Inc. ("Lakeland") as contemplated by the Agreement and
Plan of Merger, dated as of July 11, 2021, between Lakeland and 1st Constitution
(the "Merger Agreement"). At the close of business on October 8, 2021, the
record date for the Special Meeting, there were a total of 10,318,707 shares of
common stock, no par value, of 1st Constitution ("Common Stock") outstanding and
entitled to vote at the Special Meeting. At the Special Meeting, 7,354,271
shares of Common Stock were represented; therefore, a quorum was present. At the
Special Meeting, 1st Constitution shareholders voted on the proposals listed
below, as more specifically described in the joint proxy statement/prospectus of
Lakeland and 1st Constitution, dated October 15, 2021 (the "joint proxy
statement/prospectus"). Set forth below are the final results of shareholder
votes for the proposals.
Proposal 1 - Approval of the 1st Constitution Merger Proposal
The proposal to approve the Merger Agreement and the Merger as contemplated
thereby (the "Merger Proposal"), was approved by the requisite majority of votes
cast at the Special Meeting by the holders of shares entitled to vote on such
proposal, as indicated below:
For Against Abstain Broker Non-Votes
7,234,690 115,388 4,192
0
Proposal 2 - Approval of the Merger-Related Compensation Proposal
The proposal to approve, on a non-binding advisory basis, the compensation that
may become payable to the named executive officers of 1st Constitution in
connection with the Merger, was approved by the requisite majority of votes cast
at the Special Meeting by the holders of shares entitled to vote on such
proposal, as indicated below:
For Against Abstain Broker Non-Votes
5,107,185 2,173,834 73,252
0
Proposal 3 - The 1st Constitution Adjournment Proposal
Because a quorum was present at the Special Meeting and the Merger Proposal
received the requisite votes needed for approval, a vote on the proposal to
adjourn the Special Meeting, if necessary or advisable, including to solicit
additional proxies in favor of the Merger Proposal, was not called.
Item 8.01. Other Events.
On December 7, 2021, Lakeland and 1st Constitution issued a joint press release
announcing that each company's shareholders had approved their respective
shareholder proposals in connection with the Merger. A copy of the press release
is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Joint Press Release dated December 7, 2021
104.1 Cover Page Interactive Data File (formatted as inline XBRL)
© Edgar Online, source Glimpses