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): September 15, 2021
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-39043 | 95-4547287 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5055 Wilshire Boulevard Suite 500, Los Angeles, CA | 90036 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (323) 634-1700
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. 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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights) | BYFC | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 15, 2021, Mr. Jack T. Thompson notified the Chairman of the Board of Directors (the “Board”) of Broadway Financial Corporation (the “Company”) of his decision to resign, effective 5:00 p.m. Eastern Daylight Time on September 15, 2021, from his position as a member of the Board and of the board of directors of City First Bank, National Association (the “Bank”), the Company’s wholly-owned subsidiary.
Mr. Thompson was a member of the class of directors of the Company whose term was to expire at the Company’s 2022 annual meeting of shareholders. He served on the Audit Committee and the Corporate Governance Committee of the Company and of the Bank, and as chair of the Risk and Compliance Committee of the Bank.
Mr. Thompson’s decision to resign was not the result of any disagreement with the Company or any of its affiliates on any matter relating to the Company's operations, policies, or practices.
A copy of the Company’s press release regarding the resignation of Mr. Thompson is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| (d) Exhibits |
| Press Release dated September 16, 2021. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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 hereunto duly authorized.
| BROADWAY FINANCIAL CORPORATION | ||
| Date: September 16, 2021 | By: | /s/ Brenda J. Battey |
| Brenda J. Battey | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||