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 2230, 2019

United Financial Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Connecticut

001-35028

27-3577029

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

225 Asylum Street,Hartford, Connecticut		06103
	225 Asylum Street, Hartford, Connecticut	06103
~~(Address of principal executive offices)~~	(Address of principal executive offices)	(Zip Code)

(860) 291-3600

(Registrant’s telephone number, including area code)

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 Instruction A.2.):

☐	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

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

UBNK

NASDAQ Global Select Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.0704 ~~Submission~~Temporary Suspension of ~~Matters~~Trading toUnder aRegistrant’s ~~Vote~~Employee ofBenefit ~~Security Holders~~Plans.

On October 22 30, 2019, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR as promulgated by the Securities and Exchange Commission, United Financial Bancorp, Inc., a Connecticut corporation (~~“United~~the ~~Financial~~“Company”), ~~held~~transmitted a ~~special~~notice ~~meeting~~(“Notice”) ofto ~~its~~affected ~~shareholders~~executive officers and directors under the United Bank 401(k) Plan (the “~~Special~~Plan”) ~~Meeting~~regarding an anticipated blackout period for investments in shares of Company common stock, no par value (“Company Common Stock”) toin ~~consider~~the Plan, including the employee stock ownership plan (the “ESOP”), and ~~vote~~certain ontrading prohibitions to which they will be subject during the ~~proposals~~blackout ~~identified~~period, in connection with the anticipated closing of the Company’s previously announced merger with People’s United Financial, Inc., a Delaware Corporation (“People’s ~~definitive~~United”), ~~proxy~~in ~~statement~~which ~~filed~~the ~~with~~Company ~~the~~will ~~U.S.~~merge ~~Securities~~with and ~~Exchange~~into ~~Commission~~People’s onUnited ~~September~~with 6,People’s ~~2019~~United as the surviving corporation (the “Merger”).

AsThe ofblackout ~~August~~period ~~27,~~is ~~2019,~~necessary to facilitate the ~~record~~conversion ~~date~~and ~~for~~exchange ~~the~~of ~~Special~~Company ~~Meeting~~Common (Stock held in the ~~“Record~~Plan ~~Date”~~(including the ESOP), ~~50,884,882~~for shares of ~~United Financial~~People’s United common stock, no par value $0.01 per share (“People’s United Common Stock”), ~~were~~subject ~~outstanding~~to ~~and~~the ~~entitled~~terms toand ~~vote~~conditions atof the ~~Special~~Agreement ~~Meeting.~~and APlan ~~quorum~~of Merger, dated as of 39July 15,~~494~~ 2019,~~316~~ ~~shares~~by ofand ~~Common~~between ~~Stock~~the Company and People’s United, ~~representing~~which ~~77.62%~~provides that at the effective time of the ~~total~~Merger, ~~shares~~each outstanding share of Company Common Stock ~~outstanding~~(other ~~and~~than ~~entitled~~shares toheld ~~vote,~~by ~~were~~the ~~represented~~Company inor ~~person~~People’s orUnited by(with ~~proxy~~limited atexceptions)), will be converted into the ~~Special~~right ~~Meeting~~to receive 0.875 ~~The~~shares ~~final~~of ~~voting~~People’s ~~results~~United ~~for~~Common ~~each~~Stock, ~~proposal~~with ~~are~~cash ~~described~~payable ~~below~~in lieu of any fractional shares.

1.Participants ~~The~~in ~~proposal to approve (i)~~ the ~~Agreement~~Plan ~~and~~have ~~Plan~~been ofadvised ~~Merger,~~that ~~dated~~2:30 aspm ofEST ~~July~~on 15October 31, 2019, (the ~~“Merger~~last ~~Agreement”),~~full bytrading ~~and~~day ~~between~~of ~~United~~Company ~~Financial~~Common ~~and~~Stock ~~People’s~~on ~~United~~The ~~Financial,~~Nasdaq ~~Inc.~~Stock Market, aLLC ~~Delaware~~before ~~corporation~~the ~~(“People’s United”)~~Merger, ~~pursuant~~participant toinvestments ~~which,~~in ~~among~~Company ~~other~~Common ~~things,~~Stock (including the ~~Company~~ESOP) will ~~merge~~be ~~with~~restricted ~~and~~from ~~into~~all ~~People’s~~transactions. ~~United,~~The ~~with~~blackout ~~People’s~~period ~~United~~is asexpected ~~the~~to ~~surviving~~last ~~corporation~~approximately ~~(the~~7 ~~“Merger”)~~business days and ~~(ii)~~end ~~the~~during ~~Merger (collectively,~~ the ~~“Merger~~week ~~Proposal”). Approval~~ of ~~the~~November 10, ~~Merger~~2019, ~~Proposal~~but ~~required~~it ~~the~~could ~~affirmative~~end ~~vote~~later. ofFifteen ~~the~~days’ ~~holders~~advance ofnotice ~~two-thirds (66 2/3%)~~ of the ~~outstanding~~blackout ~~shares~~period ofto ~~Common~~the ~~Stock~~Company’s asexecutive ofofficers ~~the~~and ~~close~~directors ofwas ~~business~~not onpossible ~~the~~due ~~Record~~to ~~Date~~events and ~~entitled~~circumstances tothat ~~vote~~were onbeyond the ~~proposal.~~Company’s ~~The~~reasonable ~~Merger~~control, ~~Proposal~~where ~~received~~ the ~~affirmative~~closing ~~vote~~ of ~~approximately~~the ~~72.81%~~Merger ofwas ~~the~~subject ~~shares~~to ofcustomary ~~Common~~closing ~~Stock~~conditions, ~~entitled~~including tothe ~~vote~~receipt onof ~~this~~regulatory ~~proposal~~approvals and, ~~therefore,~~the ~~was~~approval ~~approved~~of the Company’s shareholders.

For		Against		Abstain
37,048,736		2,323,934		121,646

During the blackout period, participants in the Plan will be unable to (a) direct or diversify any investments in the Company Common Stock held in their account under the Plan (including under the ESOP); (b) obtain a withdrawal from balances invested in Company Common Stock under the Plan (including under the ESOP) or a full distribution from their Plan account if they have a balance in Company Common Stock (including the ESOP); or (c) have current employee contributions, Company match or loan repayments that are directed to investments in Company Common Stock under the Plan (including under the ESOP) posted if the blackout period includes the dates when these contributions are posted to their account. Participants may continue to check their account balance and continue to make exchanges or investment transactions involving other investment options in the Plan (other than in Company Common Stock under the Plan (including under the ESOP)) during the blackout period. A copy of the Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2.During ~~The~~the ~~proposal~~blackout toperiod ~~approve,~~and onfor a ~~non-binding,~~period ~~advisory~~of ~~basis,~~two years after the ~~compensation~~end ~~that~~date ~~certain~~thereof, ~~executive~~a ~~officers~~security ofholder ~~United~~or ~~Financial~~other interested person may ~~receive~~obtain, ~~that~~without ischarge, ~~based~~information onregarding orthe ~~otherwise~~blackout ~~relates~~period, toincluding the ~~Merger~~actual ~~(the~~beginning ~~“Compensation~~and ~~Proposal”).~~end ~~Approval~~dates of the ~~Compensation~~blackout ~~Proposal~~period. ~~required~~This ~~the~~information ~~affirmative~~is ~~vote~~available of(1) prior to the ~~holders~~closing of athe ~~majority~~Merger ofby contacting the ~~shares~~Senior Vice President, Human Resources Officer of ~~Common~~the ~~Stock~~Company ~~represented~~by mail at ~~the~~United ~~Special~~Financial ~~Meeting~~Bancorp, ~~and~~Inc., ~~entitled~~225 toAsylum ~~vote~~Street, onHartford, ~~the~~CT ~~proposal.~~06103, ~~The~~or ~~Compensation~~by ~~Proposal~~telephone ~~received~~at ~~the~~860-291-3600 ~~affirmative~~and ~~vote~~(2) after the closing of ~~approximately~~the ~~60.81%~~Merger ofby contacting the ~~shares~~Senior Vice President of ~~Common~~Human ~~Stock~~Resources ~~represented~~of atPeople’s ~~the~~United ~~Special~~by ~~Meeting~~mail ~~and~~at ~~entitled~~People’s toUnited ~~vote~~Bank, on850 ~~this~~Main ~~proposal~~Street, ~~and~~Bridgeport, ~~therefore~~CT 06604, ~~was~~or ~~approved~~by telephone at 203-338-7590.

For		Against		Abstain
24,016,602		15,031,344		446,370

Item 9.01

Financial Statements and Exhibits.

~~3. The proposal to approve one or more adjournments of the Special Meeting, if necessary, advisable or appropriate, to solicit additional proxies in favor of the Merger Proposal~~ (~~the “Adjournment Proposal”~~d). Approval of the Adjournment Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock represented at the Special Meeting and entitled to vote on the proposal. The Adjournment Proposal received the affirmative vote of approximately 87.86% of the shares of Common Stock represented at the Special Meeting and entitled to vote on this proposal and, therefore, was approved. Although the vote was taken, no motion to adjourn was made because the Merger Proposal had passed.Exhibits

For		Against	Abstain
Exhibit Number			Description
34,698,883		4,483,089	312,343
	99.1		Blackout Notice to Directors and Officers of United Financial Bancorp, Inc.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~ Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

Dated: October 22, 2019	UNITED FINANCIAL BANCORP, INC.
Dated: October 30, 2019		UNITED FINANCIAL BANCORP, INC. (Registrant)
	Registrant
		By:	/s/ Eric R. Newell
	By:	/s/ Eric R. Newell
			Eric R. Newell Executive Vice President, Chief Financial Officer and Treasurer
		Eric R. Newell
		Executive Vice President, Chief Financial
		Officer and Treasurer

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