false 0000712771 0000712771 2026-05-19 2026-05-19 0000712771 cnob:CommonStockCustomMember 2026-05-19 2026-05-19 0000712771 cnob:DepositarySharesEachRepresentingA140thInterestInAShareOf525SeriesANoncumulativePerpetualPreferredStockCustomMember 2026-05-19 2026-05-19
 
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
 
newlogo01.jpg
 
CONNECTONE BANCORP, INC.
(Exact name of Company as specified in its charter)
 
New Jersey
001-40751
52-1273725
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No
     
301 Sylvan Avenue
   
Englewood Cliffs, New Jersey
 
07632
(Address of principal executive offices)
 
(Zip Code)
 
Company's telephone number, including area code  (844) 266-2548
 
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. ☐
 
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 Stock
CNOB
NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 5.25% Series A Non-Cumulative, perpetual preferred stock)
CNOBP
NASDAQ
 
 
 

 
 
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:
 
Proposal 1.
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:
 
   
FOR
 
WITHHELD
 
BROKER
NON-VOTES
Frank Sorrentino III
  35,306,753   824,148   6,162,210
Stephen T. Boswell
  35,332,369   798,532   6,162,210
Frank W. Baier
  35,119,823   1,011,078   6,162,210
Frank Huttle III
  34,914,271   1,216,630   6,162,210
Michael Kempner
  35,217,799   913,102   6,162,210
Elizabeth Magennis
  35,248,645   882,256   6,162,210
Nicholas Minoia
  35,275,896   855,005   6,162,210
Anson M. Moise
  35,434,753   696,148   6,162,210
Katherin Nukk-Freeman
  35,651,735   479,166   6,162,210
Susan O’Donnell
  35,654,772   476,129   6,162,210
Daniel Rifkin
  35,699,832  
431,069
  6,162,210
Mark Sokolich
  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
 
Proposal 2:
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:    
 
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
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: 
 
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
34,932,239   774,603   424,059   6,162,210
 
Proposal 4:
Ratification of Independent Auditors. The votes For and Withheld, as well as the number of Abstentions are as follows:    
 
FOR
 
AGAINST
 
ABSTENTIONS
 
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.
 
 
 
CONNECTONE BANCORP, INC.
 
 
(Registrant)
 
       
       
Dated: May 20, 2026
By:
/s/ William S. Burns
 
   
WILLIAM S. BURNS
 
   
Senior Executive Vice President
and Chief Financial Officer