Salisbury Bancorp, Inc. (“Salisbury”), (NASDAQ Capital Market: “SAL”), the holding company for Salisbury Bank and Trust Company (the “Bank”), announced today that the Board has approved and will recommend to Shareholders an amendment to Salisbury’s Certificate of Incorporation to increase Salisbury’s authorized shares of Common Stock from 5,000,000 to 10,000,000 shares, subject to shareholder approval (the “Certificate of Amendment Proposal”). Additionally, the Board approved, subject to shareholder approval of the Certificate of Amendment Proposal, a two for one forward split of the shares of Salisbury’s Common Stock as a means of enhancing the liquidity and marketability of Salisbury’s securities in the best interests of shareholders.
Such stock split cannot be implemented unless shareholders approve the Certificate of Amendment Proposal and Salisbury’s Certificate of Incorporation is subsequently amended to increase the number of authorized shares of Salisbury’s Common Stock. The Certificate of Amendment Proposal requires the approval of a majority vote of the shares represented at a duly called and noticed meeting of shareholders at which a quorum is present. Salisbury will seek shareholder approval of the Certificate of Amendment Proposal at Salisbury’s Annual Meeting of Shareholders to be held on May 18, 2022.
The stock split, which would result in every one (1) share of Salisbury common stock being converted into two (2) shares of Salisbury’s Common Stock, would not have any impact on the voting and other rights of shareholders and would have no impact on Salisbury’s business operations.
Holders of record of Salisbury Common Stock as of the close of business on March 16, 2022 will be entitled to vote. More information will be communicated to shareholders at a later date via proxy materials which will be filed with, and subject to review by, the U.S. Securities and Exchange Commission (the “SEC”). Even if the Certificate of Amendment Proposal is approved by Salisbury’s shareholders, the Board of Directors may delay or abandon the forward stock split at any time prior to the effective time of the forward stock split if the Board of Directors determines that the forward stock split is no longer in the best interests of Salisbury or its shareholders. The stock split will be effected at a date to be determined by the Board, but not before or until receipt of shareholder approval and the effective date of the Certificate of Amendment as filed with the Connecticut Secretary of State.
