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LAKELAND BANCORP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 20, 2014



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

On June 18, 2014, the Company held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following proposals as described in the Company's Proxy Statement dated May 13, 2014. A total of 30,399,906 of the Company's common shares, out of a total of 36,106,923 common shares outstanding and entitled to vote, were present in person or represented by proxies at the meeting. The proposals voted on and approved by the shareholders at the Annual Meeting were as follows:

Proposal 1: The election of four persons named in the Proxy Statement (Mark J. Fredericks, Janeth C. Hendershot, Robert B. Nicholson III, and Edward B. Deutsch) to serve as directors on the Company's Board of Directors until the Annual Meeting of Shareholders in 2017, Thomas J. Marino to serve as a director on the Company's Board of Directors until the Annual Meeting of Shareholders in 2016, and Roger Bosma to serve as a director on the Company's Board of Directors until his retirement in 2015. The following is a list of the directors elected at the Annual Meeting with the number of votes "For" and "Withheld" and "Broker Non-Votes":

Name of Director For Withheld Broker Non-Votes Roger Bosma 23,815,213 950,449 5,634,244 Mark J. Fredericks 22,461,738 2,303,924 5,634,244 Janeth C. Hendershot 24,136,777 628,885 5,634,244 Robert B. Nicholson III 22,538,573 2,227,089 5,634,244 Edward B. Deutsch 20,757,148 4,008,514 5,634,244 Thomas J. Marino 24,300,795 464,867 5,634,244



Proposal 2: The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved. The number of votes "For" and "Against" with regard to this proposal, as well as the number of "Abstentions" and "Broker Non Votes", is as follows:

For: 30,069,255 Against: 208,669 ; Abstentions: 121,981 ; and Broker Non-Votes: 0.



Proposal 3: The approval of the material terms of the Section 162 (m) performance goals for awards under the Amended and Restated 2009 Equity Compensation Program. The number of votes "For" and "Against" with regard to this proposal, as well as the number of "Abstentions" and "Broker Non Votes", is as follows:

For: 20,566,561 ; Against: 3,984,197 ; Abstentions: 214,902 ; and Broker Non-Votes: 5,634,246.

Proposal 4: The advisory (non-binding) vote on the compensation of the Company's executives, as disclosed in the Proxy Statement, was approved. The number of votes "For" and "Against" with regard to this proposal, as well as the number of "Abstentions" and "Broker Non Votes", is as follows:

For: 23,323,710 ; Against: 1,202,405 ; Abstentions: 239,543 ; and Broker Non-Votes: 5,634,248.

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Source: Edgar Glimpses


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