UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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) February 26, 2019
Malvern Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-54835 | 45-5307782 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 42 E. Lancaster Avenue, Paoli, Pennsylvania | 19301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (610)644-9400
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 (see General Instruction A.2 below):
| ☐ | 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. ☐
Item 5.07.Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders (the “Annual Meeting”) of Malvern Bancorp, Inc. (the “Company”) was held on February 26, 2019.
(b) There were 7,774,594 shares of common stock of the Company eligible to be voted at the Annual Meeting and 7,092,634 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.
The proposals voted upon at the Annual Meeting, all of which were approved, and the final voting results for each proposal, were as follows:
| 1. | Election of directors for aone-year term expiring in 2020: |
FOR | WITHHELD | BROKERNON-VOTES | ||||
Howard Kent | 5,654,045 | 107,775 | 1,330,814 | |||
Therese Woodman | 5,682,918 | 78,902 | 1,330,814 | |||
Julia D. Corelli | 5,686,205 | 75,615 | 1,330,814 | |||
Norman Feinstein | 5,633,631 | 128,189 | 1,330,814 | |||
Andrew Fish | 5,684,600 | 77,220 | 1,330,814 | |||
Cynthia Felzer Leitzell | 5,634,715 | 127,105 | 1,330,814 | |||
Stephen P. Scartozzi | 5,703,657 | 58,163 | 1,330,814 | |||
Anthony C. Weagley | 5,703,915 | 57,905 | 1,330,814 |
| 2. | To adopt anon-binding resolution to approve the compensation of the Company’s named executive officers: |
FOR | AGAINST | ABSTAIN | BROKERNON-VOTES | |||
| 5,424,201 | 315,854 | 21,765 | 1,330,814 |
| 3. | To vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation: |
ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES | ||||
| 5,577,931 | 7,470 | 108,025 | 68,394 | 1,330,814 |
The Company will hold the advisory vote on executive compensation on an annual basis.
| 4. | To ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019: |
FOR | AGAINST | ABSTAIN | BROKERNON-VOTES | |||
| 6,989,966 | 96,082 | 6,586 | 0 |
Each of the Company’s nominees were elected as directors, the proposal to adopt anon-binding resolution to approve the compensation of the Company’s named executive officers was adopted, the option of “every one year” received the highest number of votes cast on the advisory vote on the frequency of thenon-binding resolution to approve the compensation of the Company’s named executive officers, and the proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019 was adopted by the shareholders of the Company at the Annual Meeting.
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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.
| MALVERN BANCORP, INC. | ||||||
| Date: February 27, 2019 | By: | /s/ Joseph D. Gangemi | ||||
| Joseph D. Gangemi | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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