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): ~~April~~June 2629, 2022

Randolph Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts

001-37780

81-1844402

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

2 Batterymarch Park, Suite 301, Quincy, Massachusetts 02169

(Address of principal executive offices)

(877) 963-2100

(Registrant’s telephone number, including area code)

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:

☐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, par value $.01 per share	RNDB	The NASDAQ Stock Market LLC

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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~April~~June 2629, 2022, Randolph Bancorp, Inc. (the “Company”), the holding company for Envision Bank, ~~issued~~held a ~~press~~Special ~~release~~Meeting ~~announcing~~of ~~its~~Shareholders ~~financial~~(the ~~results~~“Meeting”). ~~for~~Of the ~~three~~5,184,984 ~~months~~shares ~~ended~~of ~~March~~the 31Company’s common stock outstanding at the close of business on May 13, 2022., ~~The~~the ~~Company’s~~record ~~press~~date ~~release~~of isthe ~~included~~meeting, as3,823,208 ~~Exhibit~~shares ~~99.1~~were present or represented by the proxy at the Meeting, constituting a quorum to ~~this~~conduct ~~report~~business.

The ~~information~~voting ~~set~~results ~~forth~~from ~~in this Item 2.02 and in~~ the ~~attached~~Meeting ~~Exhibit~~as ~~99.1 is deemed~~ to ~~be “furnished” and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~proposals ~~and~~presented ~~Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to the ~~liabilities~~shareholders ofwere ~~that~~as ~~Section.~~follows:

~~Item~~PROPOSAL 91: To approve the Agreement and Plan of Merger, dated as of March 28, 2022, by and among Hometown Financial Group, MHC, Hometown Financial Group, Inc.01, Hometown Financial ~~Statements~~Acquisition Group, Inc. and ~~Exhibits~~Randolph Bancorp, Inc.

(d) Exhibits.


	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,657,272	16,383	4,707	144,846

Exhibit		Description
99.1		Press release dated April 26, 2022
104		Cover Page Interactive Data File (embedded within the XBRL document)

PROPOSAL 2: To approve a non-binding advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.


	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,027,847	683,328	112,033	—

PROPOSAL 3: To approve the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting or any adjournment or postponement thereof to approve the merger agreement.


	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	3,751,076	60,304	11,828	—

Item 8.01

Other Events.

On June 30, 2022, the Company issued a press release announcing the approval of the merger of the Company with and into Hometown Financial Group, Inc. (the “merger”) by the Company’s shareholders. The merger remains subject to regulatory approval and other customary closing conditions. The merger is expected to close during the fourth quarter of 2022. A copy of the press release, which is attached to this Form 8-K as Exhibit 99.1, is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit		Description
99.1		Press release dated June 30, 2022
104		Cover Page Interactive Data File (embedded within the XBRL document)

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.

Randolph Bancorp, Inc.

/s/ William M. Parent

Name: Title:

William M. Parent President and Chief Executive Officer

Date: April 26, 2022

Date: June 30, 2022

Filing Compare · Randolph Bancorp, Inc.