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 18, 2015
Stewardship Financial Corporation
(Exact name of registrant as specified in its charter)
| New Jersey | | 22-3351447 | | 1-33377 |
| (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):
☐ 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))
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 18, 2015. A total of 4,639,734 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 election named in the Corporation’s Proxy Statement and elected each Wayne Aoki, Robert Turner, William J. Vander Eems and Paul Van Ostenbridge for three-year terms expiring in 2018. The following are the results of the voting:
| Name | | For | | Withheld | | Broker Non-Votes | | Uncast |
| Wayne Aoki | | 2,660,536 | | 434,458 | | 1,520,835 | | 23,905 |
| Robert Turner | | 2,627,847 | | 467,147 | | 1,520,835 | | 23,905 |
| William J. Vander Eems | 2,717,922 | | 377,072 | | 1,520,835 | | 23,905 |
| Paul Van Ostenbridge | | 3,026,069 | | 68,925 | | 1,520,835 | | 23,905 |
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 | | | | | | 2,891,683 |
| Against | | | | | | 180,520 |
| Abstained | | | | | 41,796 |
| Broker Non-Votes | | | | | 1,520,835 |
| Uncast | | | | | | 4,900 |
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, 2015 and ratified such appointment. The following are the results of the voting:
| | | | | | | Number of Votes |
| For | | | | | | 4,597,220 |
| Against | | | | | | 20,902 |
| Abstained | | | | | | 16,712 |
| Uncast | | | | | | 4,900 |
Item 8.01. Other Events
On May 20, 2015, Stewardship Financial Corporation issued a press release announcing a the election of Richard W. Culp as Chairman and Howard R. Yeaton as Vice Chairman of the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| (d) | The following exhibit is furnished pursuant to Item 8.01. |
| | Exhibit No. | | Description |
| | | | |
| | Exhibit 99.1 | | Press Release dated May 20, 2015 |
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 21, 2015 | | /s/ Claire M. Chadwick |
| | | Claire M. Chadwick |
| | | Executive Vice President and |
| | | Chief Financial Officer |
