BV Financial Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BVFL
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): September 5, 2024
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. 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:
(410 ) 477-5000
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).
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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On September 5, 2024, the stockholders of BV Financial, Inc. (the “Company”) approved the Company’s 2024 Equity Incentive Plan (the
“Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and BayVanguard Bank. A description of the material terms of the Plan is contained in the Company’s Definitive Proxy Statement for the
Annual Meeting of Stockholders filed with the Securities and Exchange Commission on August 1, 2024 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1,
which is incorporated by reference into this Item 5.02.
| Item 5.07 |
Submission of Matters to a Vote of Securities
Holders
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The Annual Meeting of Stockholders of BV Financial, Inc. (the “Company”) was held on September 5, 2024. The final results of the vote on
each matter submitted to a vote of stockholders is as follows:
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1.
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The following individuals were elected as directors of the Company, each for a three-year term or until his or her successor is duly elected and
qualified, by the following vote:
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For
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Withheld
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Broker Non-Votes
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Joseph S. Galli
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7,704,678
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630,358
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1,393,569
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Timothy L. Prindle
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8,098,854
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236,182
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1,393,569
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Matcheld V. Thomas
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6,535,912
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1,799,124
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1,393,569
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2.
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The approval of the BV Financial, Inc. 2024 Equity Incentive Plan:
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For
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Against
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Abstain
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Broker Non-votes
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7,537,744
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768,453
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28,839
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1,393,569
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3.
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The approval of the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year
ending December 31, 2024:
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For
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Against
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Abstain
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Broker Non-votes
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9,347,258
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99,426
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282,011
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—
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Item 9.01 Financial Statements and Exhibits
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(a)
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No financial statements of businesses acquired are required.
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(b)
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No pro forma financial information is required.
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(c)
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Not Applicable.
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(d)
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Exhibits.
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BV Financial, Inc. 2024 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 August 1, 2024 (File No. 001-41764))
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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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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BV FINANCIAL, INC.
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DATE: September 6, 2024
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By:
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/s/ David M. Flair
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David M. Flair
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Co-President and Chief Executive Officer
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