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CENTER BANCORP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 24, 2014



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

The 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Center Bancorp, Inc. ("Center" or the "Company") was held on June 24, 2014. The matters considered and voted on by the Company's shareholders at the Annual Meeting and the votes of the shareholders for each matter were as follows:

1. To approve an Agreement and Plan of Merger, dated as of January 20, 2014, by and between the Company and ConnectOne Bancorp, Inc. ("ConnectOne"), providing for the merger of ConnectOne with and into Center and the automatic conversion of all of the outstanding common stock of ConnectOne into shares of Center common stock at an exchange ratio of 2.6:1:

For Against Abstain Broker Non-votes 13,343,891 213,036 174,847 1,629,633



2. To approve the adoption of an amended and restated certificate of incorporation that will increase Center's authorized shares of common stock from 25,000,000 to 50,000,000 and change Center's name, upon consummation of the merger, to "ConnectOne Bancorp, Inc.".

For Against Abstain Broker Non-votes 13,175,708 246,735 309,331 1,629,633



3. To approve a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger:

For Against Abstain Broker Non-votes 12,969,056 705,231 57,487 1,629,633



4. To elect nine director nominees:

Nominee: For Authority Withheld Broker Non-votes



Alexander Bol 13,339,901 391,873 1,629,633 Frederick Fish 13,327,607 404,167 1,629,633 Howard Kent 13,359,576 372,198 1,629,633 Nicholas Minoia 13,330,290 401,484 1,629,633 Harold Schechter 13,322,526 409,248 1,629,633 Lawrence B. Seidman 13,216,171 515,603 1,629,633 William Thompson 13,263,591 468,183 1,629,633 Raymond Vanaria 13,325,209 406,565 1,629,633 Anthony C. Weagley 13,390,249 341,525 1,629,633

5. To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2014:

For Against Abstain Broker Non-votes 15,189,246 68,289 103,872 0 -2- ---



6. To approve, on an advisory basis, certain compensation payable as a result of the consummation of the proposed merger.

For Against Abstain Broker Non-votes 10,646,920 2,733,148 351,706 1,629,633



7. To approve, on an advisory basis, the executive compensation of the Company's named executive officers as described in the joint proxy statement and prospectus circulated in connection with the Company's Annual Meeting:

For Against Abstain Broker Non-votes 12,898,800 521,161 311,813 1,629,633 Item 8.01 Other Events.



On June 24, 2014, Center and ConnectOne disseminated a joint press release announcing that the Agreement and Plan of Merger, dated January 20, 2014 and filed with the Commission on January 21, 2014 as an exhibit to Center's Form 8-K, has been approved by the shareholders of each company. A copy of the June 24, 2014 joint press release is included as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: Exhibit 99.1 Press Release, dated June 24, 2014. -3- ---


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Source: Edgar Glimpses


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