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
February 14, 2025
Date of Report (Date of earliest event reported)
THE FIRST OF LONG ISLAND CORPORATION
(Exact name of registrant as specified in its charter)
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New York
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001-32964
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11-2672906
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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275 Broadhollow Road
Melville, New York
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11747
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(Address of principal executive offices)
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(Zip Code)
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(516) 671-4900
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.10 par value per share
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FLIC
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 14, 2025, The First of Long Island Corporation (the “Company”) held a Special Meeting of Shareholders (the “Special
Meeting”) at which the shareholders of the Company approved the following matters:
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1.
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A proposal to approve an Agreement and Plan of Merger, dated as of September 4, 2024, by and between the Company and ConnectOne Bancorp, Inc.
(“ConnectOne”) (the “Merger Proposal”), providing for the merger of the Company with and into ConnectOne, and the automatic conversion of each outstanding share of common stock of the Company into the right to receive 0.5175 shares of
ConnectOne common stock; and
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2.
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A proposal to approve, on an advisory basis, certain compensation payable as a result of the consummation of the proposed merger (the
“Compensation Proposal”).
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As of December 16, 2024, the record date for the Special Meeting, there were 22,545,524 eligible votes with approximately 11,272,763
votes constituting a quorum at the meeting. 16,609,795 shares (or 73.7% 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 Merger Proposal
The Company’s shareholders approved the Merger Proposal pursuant to the vote totals set forth below.
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For
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Against
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Abstentions
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Broker non-votes
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| 15,614,634 |
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792,447 |
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202,714 |
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−
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Item 2 – The Compensation Proposal
The Company’s shareholders approved the Compensation Proposal pursuant to the vote totals set forth below.
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For
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Against
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Abstentions
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Broker non-votes
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3,259,211 |
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283,936 |
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−
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Also on February 14, 2025, ConnectOne held a Special Meeting of its Shareholders for the purpose of voting to
approve the issuance of the additional shares of ConnectOne’s common stock pursuant to the merger agreement. The proposal was approved by the ConnectOne shareholders. For additional information please see the Current Report on Form 8-K filed by
ConnectOne with respect to its Special Meeting of Shareholders on February 14, 2025.
On February 14, 2025, the Company and ConnectOne 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.
Item 9.01 Financial Statements and Exhibits.
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Joint Press Release dated February 14, 2025
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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THE FIRST OF LONG ISLAND CORPORATION
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Dated: February 14, 2025
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By:
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/s/ Christopher Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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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
MWW
646.306.1965; mmevorah@mww.com
