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 27, 2022
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.) |
| |
| | | |
60 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | BFIN | | The NASDAQ Stock Market LLC |
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)) |
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).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting Voting Results. The following are the results of the stockholder votes that were cast at the Company’s Annual Meeting of Stockholders on May 27, 2022:
Proposal No.1: The election of the following nominees as directors of the Company: John M. Hausmann and Glen R. Wherfel to hold office until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify.
Nominee | | Number of Votes Cast For | | | Number of Votes Withheld | | | Broker Non-Votes | |
| John M. Hausmann | | | 5,880,985 | | | | 3,165,545 | | | | 1,881,901 | |
| Glen R. Wherfel | | | 6,313,180 | | | | 2,733,349 | | | | 1,881,901 | |
Proposal No.2: Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| Number of votes cast FOR Proposal | | | 10,598,090 | |
| Number of votes cast AGAINST Proposal | | | 190,708 | |
| Number of Abstentions | | | 139,632 | |
| Broker Non-Votes | | | — | |
Proposal No.3: The approval of an advisory, non-binding resolution to approve our executive compensation.
| Number of votes cast FOR the non-binding resolution | | | 8,417,091 | |
| Number of votes cast AGAINST the non-binding resolution | | | 531,887 | |
| Number of Abstentions | | | 97,551 | |
| Broker Non-Votes | | | 1,881,901 | |
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) |
| | | | | |
| Date: | May 27, 2022 | | By: | /s/ F. Morgan Gasior |
| | | | | F. Morgan Gasior |
| | | | | Chairman of the Board, Chief Executive Officer and President |
