Item 5.07 Submission of Matters to a Vote of Securities Holders
The annual meeting of stockholders (the "Meeting") of
1. The election of three directors of the Company, to serve for three-year terms
and until their successor is elected and qualified. For Withhold Broker Non-Votes Charles W. Bentley, Jr. 5,110,399 207,446 1,141,736 Paul M. Kelly 5,144,201 173,644 1,141,736 Charles H. Puffer 5,115,165 202,680 1,141,736
2. The approval of the Agreement and Plan of Merger, dated as
by and amongCentreville Bank , the Company andPutnam Bank , as well as the merger. For Against Broker Non-Votes Abstentions 5,244,970 57,699 1,141,736 15,176
3. The approval of an advisory (non-binding) resolution of the compensation to be
paid to the Named Executive Officers of the Company in connection with the merger. For Against Broker Non-Votes Abstentions 3,838,716 1,386,174 1,141,738 92,953
4. The approval of an advisory (non-binding) resolution to approve the Company's
executive compensation as described in the Proxy Statement. For Voted Against Broker Non-Votes Abstentions 5,035,675 183,736 1,141,738 98,432
5. The ratification of the appointment of
registered public accounting firm for the Company for the fiscal year ending
June 30, 2020 . For Against Abstentions 6,368,654 83,425 7,502
In connection with the Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Meeting, if necessary or appropriate, if there were not sufficient votes in favor of the Merger Agreement at the time of the Meeting. The adjournment proposal was not submitted to the stockholders of the Company for approval at the Meeting because Company stockholders approved the Merger Agreement, as noted above.
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