Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(b) Effective May 13, 2020, Michael D. Gordon retired as a director of
Salisbury Bancorp, Inc. (the "Company") and its subsidiary, Salisbury Bank and
Trust Company (the "Bank"). Mr. Gordon, age 74, has served on the Board of
Directors of the Company and the Bank since 2014. Mr. Gordon's retirement is not
the result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
(b) Effective May 13, 2020, Polly Diane Hoe retired as a director of
Salisbury Bancorp, Inc. (the "Company") and its subsidiary, Salisbury Bank and
Trust Company (the "Bank"). Ms. Hoe, age 75, has served on the Board of
Directors of the Company and the Bank since 2014. Ms. Hoe's retirement is not
the result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2020 Annual Meeting of Shareholders ("Annual Meeting") of the Company, was
held on Wednesday, May 13, 2020. On the record date of March 16, 2020, there
were 2,829,017 shares issued, outstanding and eligible to vote, of which
2,242,844 shares, or 79.27%, were represented at the Annual Meeting either in
person or by proxy.
The results of matters voted upon are presented below:
1. Three (3) directors were elected by the shareholders to serve as directors of
Salisbury for a three-year term; two (2) directors were elected to serve for a
two-year term; and one (1) director was elected to serve for a one-year term,
who along with the four (4) directors whose terms do not expire at this
meeting, will constitute the full Board of Directors of Salisbury:
Term Votes For Votes Withheld Broker Non-votes
George E. Banta 3 years 1,605,286 19,680 617,878
Richard J. Cantele, Jr. 3 years 1,609,338 15,628 617,878
Grace E. Schalkwyk 3 years 1,610,099 14,867 617,878
Nancy F. Humphreys 2 years 1,603,551 21,415 617,878
Neila B. Radin 2 years 1,610,099 14,867 617,878
Charles M. Andola 1 year 1,593,286 31,680 617,878
2. The ratification of the appointment of Baker Newman & Noyes, P.A., LLC as the
independent registered public accounting firm for Salisbury for the fiscal
year ending December 31, 2020.
Votes For Votes Against Abstentions
2,232,666 4,238 5,940
3. The non-binding advisory vote on the compensation of the named executive
officers.
Votes For Votes Against Abstentions Broker Non-votes
1,552,398 29,512 43,056 617,878
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