Broadway Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BYFC
Savings Institutions
Finance
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): June 30, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (323 ) 634-1700
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which
registered
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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).
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Emerging growth company
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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.
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☐
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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(a)
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The Broadway Financial Corporation (the “Company”) Annual Meeting of Stockholders was held on June 30, 2025.
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(b)
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Stockholders voted on the matters set forth below:
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1.
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The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on May 19, 2025 were elected to serve until the Annual Meeting of Stockholders to be held in the year 2028 or until their respective successors are duly elected and qualified, based on the following vote: |
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Robert C. Davidson, Jr.
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2,862,844
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155,840
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353,706
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John M. Driver
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2,865,762
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152,922
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353,706
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Dutch C. Ross III
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2,869,362
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149,322
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353,706
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2.
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The proposal to ratify on an advisory (non-binding) basis the appointment of Crowe LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2025 was approved based upon the following votes: |
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Votes for approval
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3,287,161
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Votes against
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78,489
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Abstentions
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6,740
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3.
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The proposal to approve the Company’s executive compensation on an advisory (non-binding) basis was approved based upon the following votes:
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Votes for approval
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2,659,060
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Votes against
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162,835
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Abstentions
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196,789
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Broker Non-Votes
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353,706
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The proposal to approve an amendment to the Company’s Certificate of Incorporation to remove the provision specifying the circumstances under which cause
for removal of a director shall be deemed to exist was approved based upon the following votes:
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Votes for approval
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2,744,922
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Votes against
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67,551
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Abstentions
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206,211
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Broker Non-Votes
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353,706
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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 hereunto duly authorized.
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BROADWAY FINANCIAL CORPORATION
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Date: July 2, 2025
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By:
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/s/ Zack Ibrahim
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Zack Ibrahim
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Executive Vice President and
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Chief Financial Officer
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