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) August 15, 2012
| SOUND FINANCIAL, INC. |
| (Exact name of registrant as specified in its charter) |
| United States | | 000-52889 | | 26-0776123 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
| 2005 5th Avenue, Second Floor, Seattle, Washington | | 98121 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (206) 448-0884 |
| |
| 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:
| □ | 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.
Sound Financial, Inc. (“the Registrant”) held its annual meeting of shareholders on August 15, 2012. Holders of record of the Registrant’s common stock at the close of business on June 22, 2012, were entitled to vote on six proposals at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1 –Plan of Conversion and Reorganization
The Registrant’s shareholders approved the Plan of Conversion and Reorganization as described in the proxy statement/prospectus dated July 9, 2012.
| | | Votes of Shareholders Excluding Sound Community MHC | | | Votes of Shareholders Including Sound Community MHC | |
| | | | | | | |
| For | | | 912,002 | | | | 2,533,437 | |
| Against | | | 70,835 | | | | 70,835 | |
| Abstain | | | 8,400 | | | | 8,400 | |
| Broker Non-Votes | | | 291,121 | | | | 291,121 | |
Proposal 2 – Election of Directors
The Registrant’s shareholders approved the election of Laura Lee Stewart, Debra Jones and Rogelio Riojas as directors of the Registrant for a term to expire in the year 2015.
| | | | | | | | | | |
| | | | | | | | | | |
| For | | | 2,594,416 | | | | 2,595,106 | | | | 2,580,493 | |
| Withheld | | | 18,256 | | | | 17,566 | | | | 32,179 | |
| Broker Non-Vote | | | 291,121 | | | | 291,121 | | | | 291,121 | |
Proposal 3 – Ratification of Independent Registered Public Accounting Firm
The Registrant’s shareholders approved the ratification of the appointment of Moss Adams LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2012.
| | | | |
| For | | | 2,826,424 | |
| Against | | | 60,792 | |
| Abstain | | | 16,577 | |
| Broker Non-Votes | | | - | |
Proposal 4 – Adjournment of Annual Meeting
The Registrant’s shareholders approved the proposal providing for the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there were not sufficient votes at the time of the annual meeting to approve the Plan of Conversion and Reorganization.
| | | | |
| For | | | 2,819,093 | |
| Against | | | 70,072 | |
| Abstain | | | 14,628 | |
| Broker Non-Votes | | | - | |
Proposals 5a and 5b – Informational Proposals
5a. The Registrant’s shareholders approved a provision in Sound Financial Bancorp, Inc.’s articles of incorporation requiring a supermajority vote of shareholders to approve certain amendments to Sound Financial Bancorp, Inc.’s articles of incorporation.
| | | | |
| For | | | 2,331,344 | |
| Against | | | 262,803 | |
| Abstain | | | 18,525 | |
| Broker Non-Votes | | | 291,121 | |
5b. The Registrant’s shareholders approved a provision in Sound Financial Bancorp, Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Sound Financial Bancorp, Inc.’s outstanding voting stock.
| | | | |
| For | | | 2,328,544 | |
| Against | | | 274,253 | |
| Abstain | | | 9,875 | |
| Broker Non-Votes | | | 291,121 | |
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 thereunto duly authorized.
| | SOUND FINANCIAL, INC. |
| | | |
| | | |
| Date: | August 17, 2012 | By: | /s/ Laura Lee Stewart |
| | | | Laura Lee Stewart |
