UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
(Amendment No. 1)
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 31, 2017
CENTRAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-25045 | 34-1877137 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification Number) | ||
| 7000 N. High Street, Worthington, Ohio | 43085 | (614)334-7979 | ||
| (Address of principal executive offices) | (Zip Code) | (Registrant’s Telephone Number) | ||
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
Explanatory Note
This Current Report on Form8-K/A (“Amendment No. 1”) amends the Current Report on Form8-K filed with the Securities and Exchange Commission on June 1, 2017 (the “Original Form8-K”) by Central Federal Corporation (the “Company”). This Amendment No. 1 updates Item 5.07, Submission of Matters to a Vote of Securities Holders, to disclose the determination of the Company’s Board of Directors (the “Board”) that certain votes submitted by brokers in favor of Proposal 4 at the Annual Meeting of Stockholders held on May 31, 2017 (the “Annual Meeting”), should be treated as “BrokerNon-votes.” As a result of there-tabulation of these votes, the Board has deemed the previously reported approval of Proposal 4 ineffective.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Central Federal Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 31, 2017 in New Albany, Ohio. The purpose of the Annual Meeting was to consider and vote upon the individual matters as described below. The results of the voting were as follows:
| 1. | Robert E. Hoeweler and Robert H. Milbourne were elected as directors of the Company for three-year terms expiring in 2020. Results of the voting were as follows: |
Nominee | For | Votes Withheld | Broker Non-votes | |||||||||
Robert E. Hoeweler | 7,950,768 | 118,417 | 6,587,006 | |||||||||
Robert H. Milbourne | 7,897,273 | 171,912 | 6,587,006 | |||||||||
| 2. | Stockholders holding a majority of the shares of common stock of the Company represented in person or by proxy at the Annual Meeting approved Proposal 2, anon-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement. Results of the voting were as follows: |
For | Against | Abstain | Broker Non-votes | |||
6,624,074 | 1,366,278 | 78,833 | 6,587,006 |
| 3. | Stockholders holding a majority of the shares of common stock of the Company represented in person or by proxy at the Annual Meeting approved Proposal 3, to ratify the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. Results of the voting were as follows: |
For | Against | Abstain | Broker Non-votes | |||
14,243,230 | 48,994 | 363,967 | N/A |
| 4. | The Board has determined that certain shares of common stock of the Company that were voted “For” Proposal 4 should instead be treated as “BrokerNon-votes” based on the description in the Company’s proxy statement for the Annual Meeting regarding the impact of the failure of brokers to receive voting instructions from their clients. The Company’s proxy statement indicated that brokers would be permitted to vote on Proposal 4 only if they received voting instructions from the beneficial owners. However, because the regulations and rules applicable to voting by a broker of shares held in street name now appear to treat a reverse stock split authorization as contemplated by Proposal 4 as a “routine” matter, it appears that brokers holding shares of common stock of the Company in street name were able to submit votes on Proposal 4 without receiving voting instructions from the beneficial holders. Upon further review of the voting results, the Board has determined that up to 6,587,006 votes were potentially impacted and should be treated as “BrokerNon-votes” in the revised voting results reported and disclosed below. |
For | Against | Abstain | Broker Non-votes | |||
6,651,978 | 920,292 | 496,915 | 6,587,006 |
Based on there-tabulated voting results above, the Board has determined that Proposal 4 did not receive approval by a majority of the shares of common stock of the Company outstanding and entitled to vote at the Annual Meeting. Accordingly, the Board has not proceeded, and will not proceed, with any reverse stock split as contemplated by Proposal 4 unless and until the matter is resubmitted for consideration at a future meeting of the Company’s stockholders and approved by the requisite vote of the Company’s stockholders.
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.
| Central Federal Corporation | ||||||
| Date: June 19, 2017 | By: | /s/ John W. Helmsdoerfer | ||||
| John W. Helmsdoerfer, CPA | ||||||
| Treasurer and Chief Financial Officer | ||||||