BankFinancial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.

 

 

Special Meeting Voting Results. The following are the results of the stockholder votes that were cast at the Special Meeting of Stockholders of BankFinancial Corporation (the “Company”) held December 18, 2025.  As of September 22, 2025, the record date for the special meeting, there were 12,460,678 shares of the Company’s common stock issued and outstanding and eligible to be voted at the Special Meeting, and 9,230,346 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which represented approximately 74% of the Company’s total outstanding shares of common stock entitled to vote at the Special Meeting.

 

Proposal No. 1: The approval of the transactions  contemplated by the merger agreement by and between First Financial Bancorp and BankFinancial Corporation, dated as of August 11, 2025, (the “merger agreement”) including the merger of BankFinancial Corporation with and into First Financial Bancorp. (collectively, the “merger proposal”).

 

 

Proposal No. 2:  The approval, on an advisory (non-binding) basis, of the merger-related compensation payments that will or may be paid to the named executive officers of BankFinancial Corporation in connection with the transactions contemplated by the merger agreement. 

 

 

Proposal No.3:   A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal, or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to BankFinancial stockholders (the “adjournment proposal”).

 

There were a sufficient number of votes at the time of the special meeting to approve the merger proposal; accordingly, Proposal 3 was not acted upon at the special meeting. 

 

 

 

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.