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 21, 2022
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
| 001-39043
| 95-4547287
|
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
4601 Wilshire Boulevard, Suite 150, Los Angeles, CA |
| 90010
|
| (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 5.07 | Submission of Matters to a Vote of Security Holders |
| (a) | The Broadway Financial Corporation (the “Company”) Annual Meeting of Stockholders was held on October 19, 2022. |
| (b) | Stockholders voted on the matters set forth below: |
| 1. | The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on September 9, 2022 were elected to serve until the Annual Meeting of Stockholders to be held in the year 2025 or until their respective successors are duly elected and qualified, based on the following vote: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| | | | |
| Robert C Davidson, Jr. | 23,614,563 | 3,219,638 | 7,336,202 |
| Dutch C. Ross III | 26,070,102 | 764,099 | 7,336,202 |
| John M Driver | 26,129,882 | 704,319 | 7,336,202 |
| 2. | The proposal to ratify the appointment of Moss Adams LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2021 was approved based upon the following votes: |
| Votes for approval | 33,986,680 |
| Votes against | 91,206 |
| Abstentions | 92,517 |
| Broker non-votes | 0 |
| 3. | The proposal to approve the Company’s executive compensation on an advisory (non-binding) basis was approved based upon the following votes: |
| Votes for approval | 25,987,185 |
| Votes against | 756,630 |
| Abstentions | 90,386 |
| Broker non-votes | 7,336,202 |
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: October 21, 2022 | By: | /s/ Brenda J. Battey |
|
| Brenda J. Battey |
|
| Executive Vice President and |
|
| Chief Financial Officer |
