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2026-05-14
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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 14, 2026
WESTERN
NEW ENGLAND BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of
incorporation) |
001-16767
(Commission
File Number) |
73-1627673
(I.R.S. Employer
Identification No.) |
| |
|
|
| 141
Elm Street |
|
Westfield,
Massachusetts
(Address of principal executive offices) |
01085
(zip
code) |
| |
|
|
|
Registrant’s
telephone number, including area code: (413) 568-1911
(Former
name or former address, if changed since last report)
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:
| ☐ | 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
WNEB |
NASDAQ |
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. ☐
| Item
5.07. | Submission
of Matters to a Vote of Security Holders. |
On
May 14, 2026, the Company held its Annual Meeting. There were 20,258,872 shares of common stock eligible to be voted at the Annual Meeting
and 17,246,961 shares of common stock were present in person or represented by proxy at the Annual Meeting, which constituted a quorum
to conduct business.
There
were three proposals submitted to the Company’s shareholders at the Annual Meeting. The shareholders elected the director
nominees listed in Proposal 1 and approved Proposals 2 and 3. Proposals 1, 2, and 3 are detailed in the Company’s Proxy Statement. The
final results of voting on each of the proposals are as follows:
Proposal
1: Election of four Directors of the Company for a three-year term expiring in 2029.
Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Laura J. Benoit |
|
14,406,440 |
|
305,919 |
|
2,534,602 |
| Donna J. Damon |
|
13,699,246 |
|
1,013,113 |
|
2,534,602 |
| Lisa G. McMahon |
|
12,250,967 |
|
2,461,393 |
|
2,534,601 |
| Steven G. Richter |
|
13,753,946 |
|
958,413 |
|
2,534,602 |
Proposal
2: Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s Named Executive Officers.
Votes
For |
|
Votes
Against |
|
Votes
Abstain |
|
Broker
Non-Votes |
| 14,410,426 |
|
255,079 |
|
46,853 |
|
2,534,603 |
Proposal
3: Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2026.
Votes
For |
|
Votes
Against |
|
Votes
Abstain |
|
Broker
Non-Votes |
| 16,980,392 |
|
205,949 |
|
60,620 |
|
— |
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.
| |
WESTERN NEW ENGLAND
BANCORP, INC. |
| |
|
| |
By: |
/s/ Guida R. Sajdak |
|
| |
|
Guida R. Sajdak |
| |
|
Chief Financial Officer |
Dated:
May 14, 2026