Western New England Bancorp, Inc. — Proxy Solicitation & Information Statement 2021

Mar 30, 2021

DEF 14A 1 wneb-def14a_051121.htm DEFINITIVE PROXY STATEMENT wneb-def14a_051121 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1616630078718-3820]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

| Filed

by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐	Preliminary
Proxy Statement
☐	Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive
Proxy Statement
☐	Definitive
Additional Materials
☐	Soliciting
Material Pursuant to §240.14a-12

| WESTERN

NEW ENGLAND BANCORP, INC.
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒	No
fee required.
☐	Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title
of each class of securities to which transaction applies:
	(2)	Aggregate
number of securities to which transaction applies:
	(3)	Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
	(4)	Proposed
maximum aggregate value of transaction:
	(5)	Total
fee paid:
☐	Fee
paid previously with preliminary materials.
☐	Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
	(1)	Amount
Previously Paid:
	(2)	Form,
Schedule or Registration Statement No.:
	(3)	Filing
Party:
	(4)	Date
Filed:

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PROXY

WESTERN NEW ENGLAND BANCORP, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 11, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

The undersigned hereby constitutes and appoints John E. Bonini and Guida R. Sajdak and each of them, as proxies with full power of substitution, to represent and vote all of the shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “Annual Meeting”) of Western New England Bancorp, Inc. (the “Company”) in such manner as they, or any of them, may determine on any matters which may properly come before the Annual Meeting or any adjournments thereof and to vote on the matters set forth on the reverse side as directed by the undersigned. The Annual Meeting will be held at the Sheraton Springfield Monarch Place Hotel, One Monarch Place, Springfield, MA 01144 on May 11, 2021, at 10:00 a.m., and at any and all adjournments thereof. The undersigned hereby revokes any proxies previously given.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 and 4.

(Continued and to be marked, dated and signed on the reverse side)

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

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Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held May 11, 2021

The Proxy Statement/Prospectus and our 2020 Annual Report

to Shareholders are available at: http://www.viewproxy.com/WNEB/2021

Please mark votes as in this example ☒

PROXY PROPOSALS:

Item I Election of the following directors for a three-year term expiring at the 2024 annual meeting of shareholders:

| | For | Withhold | For All | | --- | --- | --- | --- | | 01 James C. Hagan | All | All | Except* | | 02 William D. Masse | ☐ | ☐ | ☐ | | 03 Gregg F. Orlen | | | | | 04 Phillip R. Smith | | | |

*Instructions: To withhold authority to vote for any individual nominee, mark “For All Except” above and write the number(s) of the nominee(s) on the line below.

I withhold my vote for the following nominee(s)

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| DO

NOT PRINT IN THIS AREA
(Shareholder
Name & Address
Data)

Item 2 Consideration and approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers.

☐ FOR ☐ AGAINST ☐ ABSTAIN

Item 3 Ratification of the appointment of Wolf & Company, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

☐ FOR ☐ AGAINST ☐ ABSTAIN

Item 4 Consideration and approval of the Company’s 2021 Omnibus Incentive Plan.

☐ FOR ☐ AGAINST ☐ ABSTAIN

NOTE: : Consideration of any other business as may properly come before the 2021 Annual Meeting, or at any adjournment or postponement thereof.

Date

Signature

Signature
(Joint Owners)

Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title.

Address Change/Comments: (If	Please indicate if you
you noted any Address Changes	plan to attend this meeting
and/or Comments above, please	☐
mark box.) ☐

PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.

As a shareholder of WESTERN NEW ENGLAND BANCORP, INC., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Daylight Time, on May 10, 2021.

For participants in the Western New England Bancorp 401(k) Plan, ESOP, or EIP this proxy, when properly executed, will be voted in the manner directed by the undersigned. If no direction is given, if the card is not signed, or if the card is not received prior to 11:59 p.m., Eastern Daylight Time, on May 4, 2021, the Plan’s Trustee will vote your shares held in the Plan in the same proportion as shares were voted by other Plan participants.

PROXY VOTING INSTRUCTIONS

Please have your 11-digit control number ready when voting by Internet or Telephone

●	●	●
INTERNET	TELEPHONE	MAIL
Vote Your Proxy on the Internet:	Vote Your Proxy by	Vote Your Proxy by Mail:
Go
to www.AALvote.com/WNEB	Phone: Call 1 (866) 804-	Mark, sign, and date your proxy
Have your proxy card available	9616	card, then detach it, and return
when you access the above	Use any touch-tone telephone to	it in the postage-paid envelope
website. Follow the prompts to	vote your proxy. Have your proxy	provided.
vote your shares.	card available when you call.
	Follow the voting instructions to
	vote your shares