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): April 25, 2012
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 0-51331 | | 75-3199276 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| 15W060 North Frontage Road, Burr Ridge, Illinois | | 60527 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 894-6900
Not Applicable
(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)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.02(b) | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
At a meeting held on April 25, 2012, Sherwin R. Koopmans notified the Corporate Governance and Nominating Committee of the Board of Directors (the “Board”) of BankFinancial Corporation (the “Company”) that he will not stand for re-election to the Board and will retire from Board service when his current term expires at the Company’s Annual Meeting to be held on June 26, 2012. Mr. Koopmans is a member of the Board’s Audit and Executive Committees, and has served as a Director of the Company since its formation in 2004. He has also served as a Director of BankFinancial, F.S.B. (the “Bank”) since 2004, from which he is also retiring. Prior to joining the Board, Mr. Koopmans served as a Director of the Company’s predecessors, BankFinancial MHC and BankFinancial Corporation, a federal corporation, from 2003 to 2005, and of the Bank’s insurance subsidiary, Financial Assurance Services, Inc. from 2001 to 2003. He also served as a Director of Success Bancshares, Inc. and its wholly-owned subsidiary, Success National Bank, from 1997 until they were acquired by the Company in 2001.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
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.
| | | BANKFINANCIAL CORPORATION |
| | | (Registrant) |
| | | |
| Dated: April 26. 2012 | By: | /s/ F. Morgan Gasior |
| | | F. Morgan Gasior |
| | | Chairman of the Board, Chief Executive Officer and President |
