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
June 7, 2016
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
| North Carolina | 000-27307 | 56-1980549 |
| State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | | Identification No.) |
2634 Durham-Chapel Hill Boulevard Durham, North Carolina | 27707 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (919) 683-1521
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:
| ¨ | 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)) |
INDEX
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| Item 5.07 | Submission of Matters to a Vote of Security Holders | 3 |
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| Signatures | | 4 |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 7, 2016, M&F Bancorp, Inc. (“Bancorp”) held its Annual Meeting of Stockholders. Of the 2,031,377 shares of common stock outstanding as of the record date for the meeting, 1,491,413 shares were present at the meeting in person or by proxy. The results of the meeting are as follows:
| 1) | Election of eight directors, each for a term of one year: |
| | Number of Shares |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Willie T. Closs, Jr. | | 900,641 | | 67,416 | | 523,356 |
| Patricia R. Healy | | 916,429 | | 51,628 | | 523,356 |
| Michael L. Lawrence | | 898,653 | | 69,404 | | 523,356 |
| Raymond C. Pierce | | 898,683 | | 69,374 | | 523,356 |
| James H. Sills III | | 920,783 | | 47,274 | | 523,356 |
| James H. Speed, Jr. | | 902,913 | | 65,144 | | 523,356 |
| James A. Stewart | | 928,817 | | 39,240 | | 523,356 |
| Connie J. White | | 919,637 | | 48,420 | | 523,356 |
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The eight nominees for election as directors received a plurality of the shares cast and were duly elected directors.
| 2) | Non-binding advisory resolution to approve the compensation of Bancorp’s named executive officers: |
| Number of Shares |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 876,100 | | 64,032 | | 27,925 | | 523,356 |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
3) Ratification of the appointment of Elliott Davis Decosimo, PLLC as Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
| Number of Shares |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 1,389,858 | | 94,695 | | 6,860 | | _ |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
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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| | M&F BANCORP, INC. | |
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| Dated: June 13, 2016 | /s/ James H. Sills III | |
| | Signature | |
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| | Name: | James H. Sills III | |
| | Title: | President and Chief Executive Officer | |
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