ITEM 5.07 SUBMISSION OF BUSINESS TO SECURITYHOLDER VOTE
On August 5, 2021 Independent Bank Corp. (“Independent” or the “Company”) held a special meeting of shareholders (the “Independent Special Meeting”) for the purpose of considering and voting on the following proposals in connection with the proposed acquisition of Meridian Bancorp, Inc. (“Meridian”): (1) Approval of the issuance of independent Common Shares to holders of Meridian Common Shares pursuant to the Merger Agreement and Plan, dated April 22, 2021, by and among the Independents, Rockland Trust Company, Bradford Fusion Sub Inc., Meridian
and Boston Savings Bank East (the “Independent Share Issue Proposal”); and (2) approving the adjournment of the Independent Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the proposal to do so. issuance of independent shares, or to ensure that any supplement or amendment to the proxy circular / joint prospectus included in the registration statement on Form S-4 filed by Independent with the United States Securities Commission (the “SEC”) on June 22, 2021 (the “proxy statement / joint prospectus”) is provided in a timely manner to holders of independent common shares (the “independent postponement proposal”). The above proposals are further described in the Proxy Circular / Joint Prospectus, as supplemented by the current report on Form 8-K filed by Independent with the SECOND on July 27, 2021.
In total, 27,447,579 ordinary shares of the Company were present or represented by proxy at the Independent Extraordinary Meeting. This represented 83.08% of the independent ordinary shares outstanding and entitled to vote at the Independent Special Meeting, constituting a quorum for all matters to be presented to the Independent Special Meeting.
At the independent extraordinary meeting, the proposal to issue independent shares was approved and, although sufficient votes were received to approve the independent adjournment proposal, an adjournment of the independent extraordinary meeting was not not necessary due to the approval of the proposal to issue independent shares. A summary of the final voting results for the matters proposed to the Independent Special Meeting is presented below.
Proposal # 1 – Approval of the proposal to issue independent shares:
For Against Abstain Broker Non-Votes
27,306,368 85,512 55,699 -
Proposal # 2 – Approval of the independent adjournment proposal:
The independent adjournment proposal was withdrawn as enough votes were cast at the independent extraordinary meeting to approve the independent share issuance proposal.
ITEM 8.01 OTHER EVENTS
On August 5, 2021, the Company and Meridian issued a joint press release announcing the results of the independent extraordinary meeting and the results of the extraordinary meeting of ordinary shareholders of Meridian held on August 5, 2021. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
d. The following exhibits are included with this Report:
Exhibit # Exhibit Description
99.1 Press Release of Independent Bank Corp. dated August 5, 2021 .
101 The instance document does not appear in the interactive data file because
its XBRL tags are embedded within the inline XBRL document.
104 Cover page interactive data file (formatted as inline XBRL and contained
in Exhibit 101).
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