Leadership shift at ConnectOne Bancorp (CNOB) as Magennis named President and shareholders approve proposals
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ConnectOne Bancorp, Inc. reported results from its Annual Meeting of Shareholders and announced a leadership change. The Board appointed Elizabeth Magennis as President of the company; she will also continue as President of ConnectOne Bank and as a director of both entities. Frank Sorrentino remains Chairman and Chief Executive Officer of the company and the bank.
At the Annual Meeting held on May 19, 2026, shareholders voted on director elections and other proposals. On the March 31, 2026 record date, there were 50,288,494 shares of common stock outstanding and entitled to vote, and 42,293,111 shares were represented in person or by proxy. Each director nominee received about 35 million votes in favor and was elected, with broker non-votes of 6,162,210 recorded for these items. Shareholders also approved additional proposals, including one with 34,424,591 votes for and another with 41,871,092 votes for.
Positive
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Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares entitled to vote: 50,288,494 shares
Shares represented at meeting: 42,293,111 shares
Votes for Susan O’Donnell: 35,654,772 for; 476,129 withheld
+3 more
6 metrics
Shares entitled to vote
50,288,494 shares
Common stock outstanding and entitled to vote as of March 31, 2026 record date
Shares represented at meeting
42,293,111 shares
Common stock represented in person or by proxy at May 19, 2026 Annual Meeting
Votes for Susan O’Donnell
35,654,772 for; 476,129 withheld
Director election, with 6,162,210 broker non-votes
Proposal vote 1
34,424,591 for; 1,648,967 against; 57,343 abstentions
Shareholder proposal with 6,162,210 broker non-votes
Proposal vote 2
34,932,239 for; 774,603 against; 424,059 abstentions
Additional shareholder proposal with 6,162,210 broker non-votes
High-support proposal
41,871,092 for; 377,047 against; 44,972 abstentions
Shareholder proposal without broker non-votes reported
Key Terms
Annual Meeting of Shareholders, record date, broker non-votes, proxy, +1 more
5 terms
record date financial
"On March 31, 2026, the record date for the Annual Meeting, there were a total of 50,288,494shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"35,654,772 | | 476,129 | | 6,162,210"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
proxy financial
"for which the Board of Directors solicited proxies."
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
Emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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 19, 2026
(Exact name of Company as specified in its charter)
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) The Registrant announced that at its annual reorganizational meeting, the Board of Directors of the Registrant appointed Ms. Elizabeth Magennis as President of the Registrant. Ms. Magennis previously served as Executive Vice President of the Registrant, and President of ConnectOne Bank, it’s wholly owned subsidiary (the “Bank”). Ms. Magennis will continue to serve as President of the Bank and as a member of the Board of each of the Registrant and the Bank. Mr. Frank Sorrentino, who previously served as President of the Registrant, as well as Chairman and Chief Executive Officer of the Registrant and the Bank, will continue to serve as Chairman and Chief Executive Officer of the Registrant and the Bank.
The information about Ms. Magennis required by this Item is incorporated by reference from the Registrant’s Annual Proxy Statemen t on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2026 under the caption “Nominees for Director”.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2026, ConnectOne Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the SEC on April 9, 2026.
On March 31, 2026, the record date for the Annual Meeting, there were a total of 50,288,494shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 42,293,111shares of common stock were represented in person or by proxy at the Annual Meeting. The proposals voted on and approved by the shareholders at the Annual Meeting, and the final voting results with respect to such proposals, were as follows:
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Proposal 1.
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The election of fifteen persons to serve as directors for one-year terms. The following is a list of the directors elected at the Annual Meeting with the number of votes For and Withheld, as well as the number of Broker Non-Votes:
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Frank Sorrentino III
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35,306,753 | 824,148 | 6,162,210 | |||
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Stephen T. Boswell
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35,332,369 | 798,532 | 6,162,210 | |||
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Frank W. Baier
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35,119,823 | 1,011,078 | 6,162,210 | |||
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Frank Huttle III
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34,914,271 | 1,216,630 | 6,162,210 | |||
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Michael Kempner
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35,217,799 | 913,102 | 6,162,210 | |||
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Elizabeth Magennis
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35,248,645 | 882,256 | 6,162,210 | |||
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Nicholas Minoia
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35,275,896 | 855,005 | 6,162,210 | |||
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Anson M. Moise
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35,434,753 | 696,148 | 6,162,210 | |||
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Katherin Nukk-Freeman
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35,651,735 | 479,166 | 6,162,210 | |||
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Susan O’Donnell
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35,654,772 | 476,129 | 6,162,210 | |||
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Daniel Rifkin
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35,699,832 |
431,069
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6,162,210 | |||
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Mark Sokolich
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35,699,724 | 431,177 | 6,162,210 | |||
| Christopher Becker | 35,189,591 | 941,310 | 6,162,210 | |||
| Edward J Haye | 35,473,849 | 657,052 | 6,162,210 | |||
| Peter Quick | 35,569,060 | 561,841 | 6,162,210 |
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Proposal 2:
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Approval of the ConnectOne Bancorp, Inc. 2026 Equity Incentive Plan. The votes For and Withheld, as well as the number of Abstentions and Broker Non-Votes are as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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| 34,424,591 | 1,648,967 | 57,343 | 6,162,210 |
| Proposal 3: | Approval, on an advisory basis, of compensation of the Company's Executive Officers. The number of votes For and Against with regard to this proposal, as well as the number of Abstentions and Broker Non-Votes are as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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| 34,932,239 | 774,603 | 424,059 | 6,162,210 |
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Proposal 4:
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Ratification of Independent Auditors. The votes For and Withheld, as well as the number of Abstentions are as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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| 41,871,092 | 377,047 | 44,972 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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CONNECTONE BANCORP, INC.
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(Registrant)
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Dated: May 20, 2026
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By:
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/s/ William S. Burns
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WILLIAM S. BURNS
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Senior Executive Vice President
and Chief Financial Officer
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FAQ
What leadership change did ConnectOne Bancorp (CNOB) announce in this 8-K?
ConnectOne Bancorp appointed Elizabeth Magennis as President of the company. She previously served as Executive Vice President of the company and President of ConnectOne Bank, and will continue in those roles while also remaining on the boards of both the company and the bank.
What roles does Frank Sorrentino retain at ConnectOne Bancorp (CNOB)?
Frank Sorrentino continues as Chairman and Chief Executive Officer. He previously also held the title of President of the company, but after this change he remains Chairman and CEO of both ConnectOne Bancorp, Inc. and its wholly owned subsidiary, ConnectOne Bank.
Were ConnectOne Bancorp (CNOB) director nominees elected at the 2026 Annual Meeting?
All listed director nominees received strong shareholder support and were elected. Each nominee received roughly 35 million votes for and less than about 1.3 million votes withheld, with 6,162,210 broker non-votes reported for the director election items at the meeting.
What were the voting results on non-director proposals at ConnectOne Bancorp’s 2026 meeting?
Shareholders approved additional proposals with solid majorities. One proposal received 34,424,591 votes for, 1,648,967 against, and 57,343 abstentions, while another received 34,932,239 votes for, 774,603 against, and 424,059 abstentions, with broker non-votes also reported on these items.
Did any ConnectOne Bancorp (CNOB) proposal receive especially high support in 2026?
One proposal drew 41,871,092 votes in favor. That item saw 377,047 votes against and 44,972 abstentions, reflecting very strong support from voting shareholders relative to the total 42,293,111 shares represented at the Annual Meeting.