UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Brookline 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):

x

No fee required.

o

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:

 

 

 

o

Fee paid previously with preliminary materials.

o

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:

 

 

 

 


 

important notice of availability of Proxy materials for the annual meeting of Stockholders of BrookLine BanCorP, inC. to Be held on: may 10, 2017 at 11:00 a.m. eastern time the Charles hotel, one Bennett Street, Cambridge, massachusetts 02138 this communication presents only an overview of the more complete proxy materials that are available to you on the internet. we encourage you to access and review all of the important information contained in the proxy materials before voting. if you want to receive a paper or e-mail copy of the proxy materials you must request one. there is no charge to you for requesting a copy. to facilitate timely delivery please make the request as instructed below before april 28, 2017. Please visit www.brooklinebancorp.com/proxy, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K • CEO Letter to Stockholders to reqUeSt materiaL: teLePhone: 888-Proxy-na (888-776-9962) 718-921-8562 (for international callers) e-maiL: info@amstock.com weBSite: https://us.astfinancial.com/proxyservices/requestmaterials.asp onLine: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time May 9, 2017. in PerSon: You may vote your shares in person by attending the Annual Meeting. teLePhone: To vote by telephone, please call 1-800-ProXieS (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries. maiL: You will receive a Proxy card by mail. If you need an additional copy of the Proxy card, you may request one by following the instructions above. to Vote: public accounting firm for the year ending December 31, 2017. 4. To recommend, on a non-binding advisory basis, the frequency of the executive 1. To elect the four nominees named in the proxy statement, each to serve for a three-year term and until their respective successors are duly elected and qualified. nomineeS: Margaret Boles Fitzgerald Bogdan Nowak Merrill W. Sherman Peter O. Wilde Please note that this notice may not be used to vote by mail. 2. To ratify the appointment of KPMG LLP as the Company's independent registered 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. compensation votes. We have fixed the close of business on March 17, 2017 as the record date for determining those stockholders of Brookline Bancorp, Inc. entitled to vote at the Brookline Bancorp, Inc. Annual Meeting and any adjournments or postponements of the meeting. Only holders of record of Brookline Bancorp, Inc. common stock at the close of business on that date are entitled to notice of and to vote at the Brookline Bancorp, Inc. Annual Meeting. the BoarD oF DireCtorS reCommenDS a Vote "For" eaCh oF the DireCtor nomineeS in ProPoSaL 1, “For” ProPoSaLS 2 anD 3, anD For “1 Year” on ProPoSaL 4. ComPanY nUmBer aCCoUnt nUmBer ControL nUmBer

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ANNUAL MEETING OF STOCKHOLDERS OF BROOKLINE BANCORP, INC. May 10, 2017 IMPORTANT NOTICE REGARDING THE AVAILABILITy OF PROXy MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAy 10, 2017. THE ANNUAL MEETING PROXY STATEMENT, THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS, AND BROOKLINE BANCORP, INC.'S 2016 ANNUAL REPORT ON FORM 10-K ARE EACH AVAILABLE ON THE INTERNET AT WWW.BROOKLINEBANCORP.COM/PROXY. Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00003333330400001000 4 051017 Margaret Boles Fitzgerald registered public accounting firm for the year ending December 31, 2017. changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, AND FOR “1 yEAR” ON PROPOSAL 4. PLEASE SIGN, DATE AND RETURN PROMPTLy IN THE ENCLOSED ENVELOPE. PLEASE MARK yOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x IF THIS PROXy IS PROPERLy EXECUTED, THE VOTES ENTITLED TO BE CAST By THE UNDERSIGNED WILL BE CAST AS DIRECTED HEREIN. IF THIS PROXy IS EXECUTED BUT NO INSTRUCTIONS ARE SPECIFIED, THE VOTES ENTITLED TO BE CAST By THE UNDERSIGNED WILL BE CAST “FOR” ALL NOMINEES FOR DIRECTOR, “FOR” PROPOSALS 2 AND 3, AND FOR “1 yEAR” ON PROPOSAL 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS THAT ARE PROPERLy BROUGHT BEFORE THE ANNUAL MEETING AND AT ANy POSTPONEMENTS OR ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING. THIS PROXy ALSO CONFERS DISCRETIONARy AUTHORITy ON THE PROXIES TO VOTE WITH RESPECT TO THE ELECTION OF ANy INDIVIDUAL AS DIRECTOR WHERE ONE OR MORE NOMINEES ARE UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE, AND WITH RESPECT TO MATTERS INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING. THIS PROXy MAy BE REVOKED AT ANy TIME BEFORE IT IS EXERCISED. 1. To elect the four nominees named in the proxy statement, each to serve for a three-year term and until their respective successors are duly elected and qualified. FOR AGAINST ABSTAIN Bogdan Nowak Merrill W. Sherman Peter O. Wilde 2. To ratify the appointment of KPMG LLP as the Company's independent 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. 1 year 2 years 3 years ABSTAIN 4. To recommend, on a non-binding advisory basis, the frequency of the executive compensation votes. Please indicate if you plan to attend this meeting. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Stockholder Date: Signature of StockholderDate:

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