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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): October 1, 2022

 

CAMBRIDGE BANCORP

(Exact name of Registrant as Specified in Its Charter)

 

 

Massachusetts

(State or Other Jurisdiction of Incorporation)

001-38184

(Commission File Number)

04-2777442

(IRS Employer Identification No.)

 

 

 

1336 Massachusetts Avenue

Cambridge, Massachusetts

 

02138

(Address of Principal Executive Offices)

 

 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 876-5500

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 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:

 

Common Stock

CATC

NASDAQ

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On October 1, 2022, the Board of Directors of Cambridge Bancorp appointed Andargachew S. Zelleke, age 61, to serve on the Board of Directors with a term expiring at the Company's annual meeting of shareholders in May 2023. The appointment of the new member of the Board of Directors is effective immediately. With the appointment of Mr. Zelleke, the Company's Board consists of 17 directors. Mr. Zelleke was also appointed to the Audit and Corporate Governance Committees of the Board.

 

Mr. Zelleke will hold office until the Company’s 2023 annual meeting of shareholders, and is expected to be nominated by the Board to stand for re-election at the Company’s 2023 annual meeting of shareholders for a term expiring in 2026.

 

There have been no transactions involving Mr. Zelleke that would require disclosure under Item 404(a) of Regulation S-K.

 

As a non-employee member of the Board, Mr. Zelleke will be entitled to the director compensation set forth in the Company’s proxy statement filed with the SEC on March 16, 2022, and which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.



(a) Exhibits



The exhibits required by this item are set forth on the Exhibit Index

 

Exhibit Index

 

Exhibit

Number

 

Description

99.1*

 

Press release dated October 4, 2022.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

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 thereunto duly authorized.

 

 

CAMBRIDGE BANCORP

October 4, 2022

 

 

 

By

 /s/ Michael F. Carotenuto

 

 

Michael F. Carotenuto

 

 

Chief Financial Officer, Executive Vice President

(Principal Financial Officer and Principal Accounting Officer)

 

 



ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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