form8k_052711.htm

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): May 25, 2011

CHICOPEE BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Massachusetts
  
0-51996
  
20-4840562
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)

70 Center Street, Chicopee, Massachusetts
  
01013
(Address of Principal Executive Offices)
  
(Zip Code)


Registrant’s telephone number, including area code:                                                                                     (413) 594-6692

Not Applicable
(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 (see General Instruction A.2. below):

[  ]
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))


 
 
 

Item 5.07                       Submission of Matters to a Vote of Securities Holders

The Company’s Annual Meeting of Stockholders was held on May 25, 2011.  The matters considered and voted on by the Company’s stockholders at the Annual Meeting were as follows:

Proposal 1:  The election of three directors each to serve for a three-year term.

Nominee
Shares Voted For
Shares Withheld
Broker Non-Votes
       
William J. Giokas
3,832,290
353,415
552,269
Gregg F. Orlen
3,833,120
352,585
552,269
Judith T. Tremble
3,537,922
647,783
552,269

Proposal 2:  The ratification of appointment of Berry, Dunn, McNeil & Parker as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2011.

Shares Voted For
Shares Voted Against
Abstentions
  
       
4,465,308
272,166
500
 

Proposal 3:  The approval of an advisory (non-binding) resolution to approve the Company’s executive compensation as described in the proxy statement.

Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
       
3,811,328
361,556
12,821
552,269

Proposal 4:                      An advisory (non-binding) proposal with respect to the frequency that stockholders will vote on the Company’s executive compensation.

1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
         
3,969,777
91,670
102,533
21,725
                     552,269

In light of the results of such shareholder vote, on May 25, 2011, the Board of Directors of the Company intends to adopt a resolution to hold an advisory shareholder Say-On-Pay vote on an annual basis.


 
 
 
 
                      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.

   
CHICOPEE BANCORP, INC.
 
 
 
            DATE: May 31, 2011
By:
/s/ William J. Wagner                                                              
   
William J. Wagner
   
President and Chief Executive Officer