cubi-20220531

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 31, 2022

(Exact name of registrant as specified in its charter)


Customers Bancorp, Inc.


Pennsylvania	001-35542	27-2290659
(State or other jurisdiction of incorporation)	(Commission File number)	(IRS Employer Identification No.)

701 Reading Avenue

West Reading PA 19611

(Address of principal executive offices, including zip code)

(610) 933-2000

(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 obligations of the registrant under any of the following provisions (see General Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Voting Common Stock, par value $1.00 per share

CUBI

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share

CUBI/PE

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share

CUBI/PF

New York Stock Exchange

5.375% Subordinated Notes due 2034

CUBB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Customers Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 31, 2022 for the purpose of considering and acting upon the below proposals. A total of 32,959,128 shares were outstanding and entitled to vote at the Annual Meeting. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions as to each such matter or nominee, are set forth below.

1.To elect the following three Class II directors of the Company to serve a three-year term.


	FOR	WITHHELD	BROKER NON-VOTES
Andrea R. Allon	26,530,101	890,114	2,825,331
Bernard B. Banks	26,485,554	934,385	2,825,331
Daniel K. Rothermel	20,717,550	6,565,680	2,825,331

The following additional directors continued in office after the Annual Meeting: Robert J. Buford, Robert N. Mackay, Jay S. Sidhu, T. Lawrence Way and Steven J. Zuckerman.

2. To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.


FOR	AGAINST	ABSTAIN
29,333,304	909,081	24,028

There were no broker non-votes on the proposal.

3. To approve a non-binding advisory resolution on executive officer compensation.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
15,870,368	11,501,551	69,163	2,825,331

4. To approve an amendment to the Company's 2019 Stock Incentive Plan.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
18,072,111	9,313,492	55,479	2,825,331

SIGNATURE

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.


			CUSTOMERS BANCORP, INC.

			By: /s/ Carla A. Leibold
			Name: Carla A. Leibold
			Title: Executive Vice President - Chief Financial Officer

Date: May 31, 2022

Customers Bancorp Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders