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): May 27, 2021
Bogota Financial Corp.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-39180 | 84-3501231 | |||||
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer | |||||
| of Incorporation) | Identification No.) | ||||||
| 819 Teaneck Road, Teaneck, New Jersey | 07666 | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||
Registrant's telephone number, including area code: (201) 862-0660
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))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 | BSBK | The Nasdaq Stock Market, LLC |
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 [X]
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 27, 2021, the stockholders of Bogota Financial Corp. (the “Company”) approved the Bogota Financial Corp. 2021 Equity Incentive Plan (the “Equity Plan”). A description of the material terms of the Equity Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders of the Company held on May 27, 2021, which was filed with the Securities and Exchange Commission on April 22, 2021. A copy of the Equity Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of the Company was held on May 27, 2021. The final results of the vote on each matter submitted to a vote of stockholders are as follows:
| 1. | The following individual was elected as a director of the Company for a three-year term or until his successor is duly elected and qualified, by the following vote: |
| For | Withhold | Broker Non-Votes | ||||
| Joseph Coccaro | 11,963,419 | 284,685 | 815,763 |
| 2. | The Bogota Financial Corp. 2021 Equity Incentive Plan was approved by the following vote: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 11,876,919 | 352,684 | 18,500 | 815,763 |
| 3. | The appointment of Crowe LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by the following vote: |
| For | Against | Abstentions | |||
| 12,539,579 | 334,102 | 190,186 |
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired. Not applicable. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Shell Company Transactions. Not applicable. |
| (d) | Exhibits. |
Exhibit No. Description
| 10.1 | Bogota Financial Corp. 2021 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 22, 2021 (File No. 001-39180)) |
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.
| BOGOTA FINANCIAL CORP. | |
| DATE: May 28, 2021 | By: /s/Brian McCourt |
| Brian McCourt | |
| Executive Vice President and Chief Financial Officer |