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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| | FORM 8-K | |
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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 13, 2019 |
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| Stewardship Financial Corporation |
| (Exact Name of Registrant as Specified in Charter) |
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New Jersey (State or other jurisdiction of incorporation) | 1-33377 (Commission File Number) | 22-3351447 (I.R.S. Employer Identification No.) |
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630 Godwin Avenue Midland Park, NJ (Address of principal executive offices) | | 07432 (Zip Code) |
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Registrant’s telephone number, including area code: (201) 444-7100
Not Applicable (Former name or former address, if changed since last report) |
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| 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: |
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| [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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). |
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| | | Emerging growth company [ ] |
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| 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. [ ] |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | SSFN | The Nasdaq Stock Market LLC |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Corporation held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 13, 2019. A total of 7,097,653 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 for the Annual Meeting, filed with the Securities and Exchange Commission on April 3, 2019 (the "Proxy Statement”), and took the following actions with respect thereto:
Proposal 1: Election of Directors. The shareholders considered the nominees for election as directors named in the Proxy Statement and elected each of Richard W. Culp, Michael Westra and Howard R. Yeaton to the Board of Directors of the Corporation to serve as a director for a three-year term expiring in 2022. The following are the results of the voting:
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| Name | | For | | Withheld | | Broker Non-Votes |
| Richard W. Culp | | 5,396,785 |
| | 28,749 |
| | 1,672,119 |
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| Michael Westra | | 5,397,810 |
| | 27,724 |
| | 1,672,119 |
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| Howard R. Yeaton | | 5,397,966 |
| | 27,568 |
| | 1,672,119 |
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Proposal 2: Non-Binding Advisory Vote on Executive Compensation. The shareholders considered a proposal to approve, on a non-binding advisory basis, the compensation of certain executive officers of the Corporation as disclosed in the Proxy Statement. The proposal was approved by the shareholders. The following are the results of the voting:
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| | Number of Votes |
| For | 5,118,200 |
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| Against | 108,705 |
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| Abstained | 198,629 |
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| Broker Non-Votes | 1,672,119 |
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Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders considered a proposal to ratify the appointment of BDO as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The proposal was approved by the shareholders. The following are the results of the voting:
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| | Number of Votes |
| For | 6,982,468 |
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| Against | 98,805 |
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| Abstained | 16,380 |
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| Broker Non-Votes | — |
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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.
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| | STEWARDSHIP FINANCIAL CORPORATION |
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| Date: May 14, 2019 | | | |
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| | By: | /s/ Claire M. Chadwick |
| | | Name: | Claire M. Chadwick |
| | | Title: | Executive Vice President and Chief Financial Officer |
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