株探米国株
英語
エドガーで原本を確認する
false 0000712771 0000712771 2025-02-14 2025-02-14 0000712771 cnob:CommonStockCustomMember 2025-02-14 2025-02-14 0000712771 cnob:DepositarySharesEachRepresentingA140thInterestInAShareOf525SeriesANoncumulativePerpetualPreferredStockCustomMember 2025-02-14 2025-02-14
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):   February 14, 2025
newlogo01.jpg
 
CONNECTONE BANCORP, INC.
(Exact name of Company as specified in its charter)
 
New Jersey
000-11486
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  (201) 816-8900
 
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 5.07 Submission of Matters to a Vote of Security Holders.
 
On February 14, 2025, ConnectOne Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) for the purpose of considering and acting upon the following matters:
 
 
1.
A proposal to approve the issuance of ConnectOne common stock to holders of The First of Long Island Corporation (“FLIC”) common stock pursuant to the merger agreement dated as of September 4, 2024 (“Agreement”), by and between ConnectOne and FLIC (the “ConnectOne share issuance proposal”); and
 
 
2.
To approve a proposal to adjourn the ConnectOne meeting, if necessary or appropriate, to solicit additional proxies in favor of the ConnectOne share issuance proposal (the “ConnectOne adjournment proposal”).
 
As will be discussed below, the shareholders of the Company approved both proposals, and no adjournment to solicit additional proxies was required.
 
As of December 16, 2024, the record date for the Special Meeting, there were 38,370,317 eligible votes with approximately 19,185,159 votes constituting a quorum at the meeting. 29,802,853 shares (or 77.67% of the shares outstanding) were voted.
 
The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.
 
Item 1 – The ConnectOne Share Issuance Proposal
 
The Company’s shareholders approved the Share Issuance Proposal pursuant to the vote totals set forth below.
 
For
 
Against
 
Abstentions
 
Broker non-votes
29,629,792   22,696   150,365   0
 
Item 2 - ConnectOne Adjournment Proposal
 
For
 
Against
 
Abstentions
 
Broker non-votes
28,257,108   1,213,335   332,410   0
 
 
 
Item 8.01. Other Events.
 
On February 14, 2025, the Registrant and FLIC issued a joint press release announcing their respective shareholders’ approval of the merger-related proposals, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   
 
Also on February 14, 2025, FLIC held a Special Meeting of its Shareholders for the purpose of voting to approve the Agreement and certain compensation payable to FLIC’s executive officers as a result of the consummation of the transactions contemplated by the Agreement. Each proposal was approved by the FLIC shareholders. For additional information please see the Current Report on Form 8-K filed by FLIC with respect to its Special Meeting of Shareholders on February 14, 2025. 
 
Item 9.01. Financial Statements and Exhibits.
 
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


 
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: February 14, 2025
By:
/s/ William S. Burns
WILLIAM S. BURNS
Senior Executive Vice President and Chief Financial Officer
 
 
 
 
EX-99.1 2 ex_777522.htm EXHIBIT 99.1 ex_777522.htm

Exhibit 99.1

                                                                                                                                 

a01.jpg

THE FIRST OF LONG ISLAND

CORPORATION

                                                                                                                                                                     

SHAREHOLDERS OF CONNECTONE BANCORP, INC. AND

THE FIRST OF LONG ISLAND CORPORATION

APPROVE PROPOSED MERGER

 

Englewood Cliffs, N.J. and Melville, N.Y., February 14, 2025 -- ConnectOne Bancorp, Inc. (Nasdaq: CNOB) (the “Company” or “ConnectOne”), parent company of ConnectOne Bank (the “Bank”), and The First of Long Island Corporation (Nasdaq: FLIC) (“First of Long Island”), parent company of The First National Bank of Long Island, today announced that at separate special meetings the shareholders of both companies approved proposals relating to the pending merger of ConnectOne and First of Long Island. Closing of the transaction is expected to occur in the second quarter of 2025, subject to the receipt of regulatory approval and other customary closing conditions.

 

“We are pleased that shareholders demonstrated strong support for this compelling transaction,” commented Frank Sorrentino III, Chairman and Chief Executive Officer of ConnectOne. “Our integration teams have been working diligently to prepare for the combination, and we look forward to bringing together our two highly complementary cultures to create a truly premier New York-metro community bank.”

 

Upon completion of the transaction, the combined company will operate under the ConnectOne brand, and will have approximately $14 billion in total assets, $11 billion in total deposits, and $11 billion in total loans. The combination will establish ConnectOne as one of the top 5 banks on Long Island, in terms of deposit market share.

 

“We’re excited about the prospect of combining with ConnectOne, which presents attractive opportunities for our respective clients, employees, and investors,” said Chris Becker, CEO of First of Long Island. “We look forward to beginning this next chapter in our bank’s history.” As previously announced, Mr. Becker will become Vice Chairman of ConnectOne following the close of the transaction.

 







 

About ConnectOne Bancorp, Inc.

ConnectOne Bancorp, Inc., is a modern financial services company that operates, through its subsidiary, ConnectOne Bank, and the Bank’s fintech subsidiary, BoeFly, Inc. ConnectOne Bank is a high-performing commercial bank offering a full suite of banking & lending products and services that focus on small to middle-market businesses. BoeFly, Inc. is a fintech marketplace that connects borrowers in the franchise space with funding solutions through a network of partner banks. ConnectOne Bancorp, Inc. is traded on the Nasdaq Global Market under the trading symbol "CNOB," and information about ConnectOne may be found at https://www.connectonebank.com.

 

About The First of Long Island Corporation

The First of Long Island Corporation (Nasdaq: FLIC) is the parent company of The First National Bank of Long Island, a local bank founded in 1927 in Glen Head, New York. Through its branch network branded as First National Bank LI, the Bank focuses on business and consumer needs on Long Island and in New York City. We offer a broad set of lending, deposit, investment, and digital products. First National Bank LI is known for its culture of delivering extraordinary service and a “Customer First” banking experience to small and middle market businesses, professional service firms, not-for-profits, municipalities and consumers. The Bank’s tagline “Go First, Go Far” communicates the benefits of its employees’ commitment to helping customers reach their financial goals. For more information about the Bank and Corporation visit fnbli.com.

 

Forward-Looking Statements

Certain statements contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms.

 







 

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: failure to consummate the merger for any reason, including the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company) or failure to satisfy any of the other closing conditions in a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against ConnectOne or FLIC; and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in ConnectOne’s and FLIC’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). Except as required by law, ConnectOne and FLIC do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

 

ConnectOne Investor Contact:

William S. Burns

Senior Executive VP & CFO

201.816.4474; bburns@cnob.com

 

First of Long Island Investor Contact:

Janet T. Verneuille

Senior Executive VP & CFO

516.671.4900 Ext. 7462; janet.verneuille@fnbli.com

 

Media Contact:

Mitchell Mevorah

MikeWorldWide

646.306.1965; mmevorah@mww.com