Randolph Bancorp,Inc. (NASDAQ:RNDB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August21, 2017, at the Annual Meeting of Shareholders of Randolph Bancorp, Inc. (the “Company”) (the “Annual Meeting”), the Company’s shareholders approved the Randolph Bancorp, Inc. 2017 Stock Option and Incentive Plan (the “Plan”). The Plan will be administered by the Governance Committee of the Company’s Board of Directors. The Governance Committee, in its discretion, may grant stock-based awards, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, cash-based awards, performance shares, and dividend equivalent rights, to officers, employees, and non-employee directors of the Company and its subsidiaries. A description of the Plan can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July14, 2017 (the “Proxy Statement”) in the section entitled “Proposal 3: Approval of the Randolph Bancorp, Inc. 2017 Stock Option and Incentive Plan,” which is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, there were present in person or by proxy 5,528,770 shares of the Company’s common stock, representing approximately 94.2% of the total outstanding eligible votes.The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each matter.
1.Election of three persons to the Board of Directors as Class I Directors, each to serve a three-year term and until his or her successor is elected and qualified:
| For | Withheld | Broker Non-Vote | |
|
James P. McDonough |
3,351,719 | 172,142 | 2,004,909 |
|
Richard C. Pierce |
3,335,826 | 188,035 | 2,004,909 |
|
Janis E. Wentzell |
3,351,602 | 172,259 | 2,004,909 |
2.Ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December31, 2017:
|
For |
Against |
Abstain |
| 5,178,881 | 292,179 | 57,710 |
3. Approval of the Randolph Bancorp, Inc. 2017 Stock Option and Incentive Plan:
|
For |
Against |
Abstain |
Broker Non-Vote |
| 3,073,473 | 447,799 | 2,589 | 2,004,909 |
Item 5.02 Financial Statements and Exhibits
(d) Exhibits
|
Number |
Description |
| 10.1 | Randolph Bancorp, Inc. 2017 Stock Option and Incentive Plan |
Randolph Bancorp, Inc. ExhibitEX-10.1 2 d439108dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 RANDOLPH BANCORP,…To view the full exhibit click here
About Randolph Bancorp,Inc. (NASDAQ:RNDB)
Randolph Bancorp, Inc. is a Massachusetts-chartered mutual holding company and the parent company of Randolph Savings Bank (the Bank). The Company is engaged in the retail mortgage banking business, which includes origination, secondary marketing and servicing of residential mortgage loans. It provides mortgage financing to borrowers for purchase money and refinance transactions for one- to four-family residential properties. The Bank’s business consists of accepting deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in one- to four-family residential mortgage loans, commercial real estate loans, home equity loans and lines of credit, commercial and industrial loans, construction loans, consumer loans and investment securities. The Bank offers a range of deposit accounts, including statement savings accounts, certificates of deposit, commercial and regular checking accounts, and individual retirement accounts.