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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): December 4, 2020

 

 

STERLING BANCORP, INC.

(Exact name of registrant as specified in its charter)  

 

 

Michigan   001-38290   38-3163775

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

One Towne Square, Suite 1900

Southfield, Michigan 48076

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (248) 355-2400 

 

 

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))

 

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 x

 

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. x

 

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 SBT Nasdaq Capital Market

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) At the annual meeting of shareholders (the “Annual Meeting”) of Sterling Bancorp, Inc. (the “Company”) held on December 4, 2020, shareholders (i) elected four director nominees to the Company’s board of directors, one to serve a two-year term expiring at the 2022 annual meeting of shareholders and three to serve for a three-year term expiring at the 2023 annual meeting of shareholders, (ii) ratified the appointment of Crowe LLP as the Company’s independent registered accounting firm for the year ending December 31, 2020, and (iii) approved the Sterling Bancorp, Inc. 2020 Omnibus Equity Incentive Plan.

 

The proposals are described in detail in the Company’s definitive proxy statement filed on November 9, 2020 with the Securities and Exchange Commission.

 

(b) The results of the voting are shown below.

 

Proposal 1—Election of Directors

 

DIRECTOR
NOMINEES
  VOTES FOR   WITHHELD   BROKER
NON-VOTES
Steven Gallotta   38,851,382   152,753   9,517,494
Denny Kim   38,843,032   161,103   9,517,494
Sandra Seligman   30,879,387   8,124,748   9,517,494
Thomas M. O’Brien   38,708,868   295,267   9,517,494

 

Proposal 2—Ratification of Independent Registered Public Accounting Firm for 2020(1)

 

VOTES FOR   VOTES AGAINST   ABSTAIN
40,042,417   8,477,555   1,657

 

(1) No broker non-votes were received for Proposal 2.

 

Proposal 3—Approval of Sterling Bancorp, Inc. 2020 Omnibus Equity Incentive Plan

 

VOTES FOR   VOTES AGAINST   ABSTAIN   BROKER
NON-VOTES
38,534,839   465,937   3,359   9,517,494

 

 

 

 

SIGNATURE

 

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.

 

  STERLING BANCORP, INC.
     
Dated: December 7, 2020    
     
  By:

/s/ Steve Huber

    Steve Huber
    Chief Financial Officer