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) May 20, 2013
Stewardship Financial Corporation
(Exact name of registrant as specified in its charter)
| New Jersey | 1-33377 | 22-3351447 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation) | File Number) | Identification No.) |
| 630 Godwin Avenue, Midland Park, NJ | 07432 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code(201) 444-7100
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Harold Dyer, a director of the Corporation since 1997 and of the Bank since 1985 and a member of the Audit Committee, whose term expired this year, retired from the Board of Directors as of May 20, 2013. The Board of Directors does not currently intend to fill the vacancy created by Mr. Dyer’s retirement and, as such, effective as of May 20, 2013, the number of directors comprising the Board has been reduced to ten.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Stewardship Financial Corporation (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 20, 2013. A total of 4,457,066 shares of the Corporation’s common stock entitled to vote were present or represented by proxy at the Annual Meeting constituting a quorum for the transaction of business. The Corporation’s shareholders considered the proposals set forth in the Corporation’s Proxy Statement and took the following actions with respect thereto:
Proposal 1: Election of Directors. The shareholders considered the nominees for re-election named in the Corporation’s Proxy Statement and re-elected each of Richard W. Culp, Michael Westra and Howard R. Yeaton for three-year terms expiring in 2016. The following are the results of the voting:
| Name | For | Withheld | Broker Non-Votes | |||
| Richard W. Culp | 3,393,368 | 49,075 | 1,014,623 | |||
| Michael Westra | 3,400,747 | 41,696 | 1,014,623 | |||
| Howard Yeaton | 3,401,748 | 40,695 | 1,014,623 |
Proposal 2: Non-Binding Advisory Vote on Executive Compensation. The shareholders considered a non-binding advisory proposal in the form of a resolution approving the overall executive compensation of the Corporation’s executive officers as described in the Corporation’s Proxy Statement and adopted such resolution. The following are the results of the voting:
| Number of Votes | ||||||
| For | 3,159,734 | |||||
| Against | 153,247 | |||||
| Abstained | 129,462 | |||||
| Broker Non-Votes | 1,014,623 | |||||
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders considered a proposal to ratify the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2013 and ratified such appointment. The following are the results of the voting:
| Number of Votes | ||||||
| For | 4,354,282 | |||||
| Against | 90,632 | |||||
| Abstained | 12,152 |
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.
| Stewardship Financial Corporation | |
| Date: May 22, 2013 | /s/ Claire M. Chadwick |
| Claire M. Chadwick | |
| Senior Vice President and | |
| Chief Financial Officer |
