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Enterprise Bancorp 8-K 2011

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

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 5, 2011 (May 3, 2011)

 


 

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)

 

Massachusetts

 

001-33912

 

04-3308902

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

222 Merrimack Street

 

 

Lowell, Massachusetts

 

01852

(address of principal executive offices)

 

(Zip Code)

 

(978) 459-9000

(Registrant’s telephone number, including area code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07                     Submission of Matters to a Vote of Security Holders

 

At the annual meeting of shareholders, held on May 3, 2011, holders of the Company’s common stock voted to (i) elect all of the Board’s nominees to the Board of Directors, (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, (iii) approve the Company’s compensation of its named executive officers as disclosed in the proxy statement (the “Say on Pay Proposal”), and (iv) submit the Say on Pay Proposal to shareholders once every 3 years.  Votes were cast as follows:

 

1.               To elect five Directors of the Company, each for a three-year term:

 

Nominee

 

For

 

Withheld

 

Broker Non-votes

 

Kenneth S. Ansin

 

6,737,541

 

22,961

 

1,476,373

 

John R. Clementi

 

6,734,997

 

25,505

 

1,476,373

 

Carole A. Cowan

 

6,735,353

 

25,149

 

1,476,373

 

Arnold S. Lerner

 

6,737,441

 

23,061

 

1,476,373

 

Richard W. Main

 

6,735,700

 

24,802

 

1,476,373

 

 

2.               To ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

8,152,182

 

67,126

 

17,566

 

0

 

 

3.               To approve the Company’s compensation of its named executive officers as disclosed in the proxy statement (the “Say on Pay Proposal”).

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

6,593,275

 

97,056

 

70,170

 

1,476,373

 

 

4.               To submit the Say on Pay Proposal to shareholders once every 1 year, 2 years or 3 years (the “Say on Frequency Proposal”).

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-votes

 

998,724

 

161,626

 

5,556,200

 

43,945

 

1,476,373

 

 

2



 

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.

 

 

ENTERPRISE BANCORP, INC.

 

 

 

 

 

 

Date: May 5, 2011

By:

/s/ James A. Marcotte

 

 

James A. Marcotte

 

 

Executive Vice President, Treasurer and Chief Financial Officer

 

3


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