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) |
April 29, 2025 |
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
|
|
New Jersey |
001-16197 |
22-3537895 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
|
|
500 Hills Drive, Suite 300, Bedminster, New Jersey |
07921 |
(Address of Principal Executive Offices) |
(Zip Code) |
|
|
Registrant’s telephone number, including area code |
(908) 234-0700 |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common |
|
PGC |
|
The NASDAQ Stock Market, LLC |
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 (see General Instruction A.2. below):
|
|
|
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2025, the shareholders of Peapack-Gladstone Financial Corporation (the "Company") approved the Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan. A description of the material terms of the Plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 20, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Peapack-Gladstone Financial Corporation's Annual Meeting of Shareholders (the “Annual Meeting”) held on April 29, 2025, the shareholders voted on the matters described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2025 as set forth below. As of the record date for the Annual Meeting, holders of a total of 17,596,195 shares of the Company's Common Stock were entitled to vote on the matters considered at the Annual Meeting.
The following is a summary of the voting results for each matter submitted to a vote of shareholders at the Annual Meeting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
2. |
Advisory vote to approve the compensation of the Company's named executive officers as presented in the proxy statement: |
|
|
10,180,210 |
|
3,664,684 |
|
56,349 |
|
1,534,712 |
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
3. |
Approval of the Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan: |
|
|
11,642,207 |
|
2,202,074 |
|
56,962 |
|
1,534,712 |
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
4. |
Ratification of Crowe LLP as the Company's independent registered public accounting firm for the 2025 fiscal year: |
|
|
15,212,147 |
|
215,743 |
|
8,065 |
|
— |
|
Item 7.01 Regulation FD Disclosure
The Company is furnishing the presentation materials presented at the Annual Meeting as Exhibit 99.1 to this report. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
|
|
|
PEAPACK-GLADSTONE FINANCIAL CORPORATION |
|
|
|
Dated: April 30, 2025 |
By: |
/s/ Frank A. Cavallaro |
|
Frank A. Cavallaro |
|
Senior Executive Vice President and Chief Financial Officer |