CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK) Files An 8-K Submission of Matters to a Vote of Security Holders

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CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07, Submission of Matters to a Vote of Securities Holders,
to disclose the determination of the Companys Board of Directors
(the Board) that certain votes submitted by brokers in favor of
Proposal 4 at the Annual Meeting of Stockholders held on May31,
2017 (the Annual Meeting), should be treated as Broker Non-votes.
As a result of the re-tabulation of these votes, the Board has
deemed the previously reported approval of Proposal 4
ineffective.

Item5.07. Submission of Matters to a Vote of Security
Holders.

Central Federal Corporation (the Company) held its Annual Meeting
of Stockholders (the Annual Meeting) on May31, 2017 in New
Albany, Ohio. The purpose of the Annual Meeting was to consider
and vote upon the individual matters as described below. The
results of the voting were as follows:


1.
Robert E. Hoeweler and Robert H. Milbourne were elected as
directors of the Company for three-year terms expiring in
2020. Results of the voting were as follows:


Nominee


For

VotesWithheld

BrokerNon-votes


Robert E. Hoeweler

7,950,768 118,417 6,587,006


Robert H. Milbourne

7,897,273 171,912 6,587,006


2.
Stockholders holding a majority of the shares of common stock
of the Company represented in person or by proxy at the
Annual Meeting approved Proposal 2, a non-binding advisory
resolution to approve the compensation of the Companys named
executive officers as disclosed in the proxy statement.
Results of the voting were as follows:


For


Against


Abstain


BrokerNon-votes


6,624,074

1,366,278 78,833 6,587,006


3.
Stockholders holding a majority of the shares of common stock
of the Company represented in person or by proxy at the
Annual Meeting approved Proposal 3, to ratify the appointment
of BKD, LLP as the Companys independent registered public
accounting firm for the year ending December31, 2017. Results
of the voting were as follows:


For


Against


Abstain


BrokerNon-votes


14,243,230

48,994 363,967 N/A


4.
The Board has determined that certain shares of common stock
of the Company that were voted For Proposal 4 should instead
be treated as Broker Non-votes based on the description in
the Companys proxy statement for the Annual Meeting regarding
the impact of the failure of brokers to receive voting
instructions from their clients. The Companys proxy statement
indicated that brokers would be permitted to vote on Proposal
4 only if they received voting instructions from the
beneficial owners. However, because the regulations and rules
applicable to voting by a broker of shares held in street
name now appear to treat a reverse stock split authorization
as contemplated by Proposal 4 as a routine matter, it appears
that brokers holding shares of common stock of the Company in
street name were able to submit votes on Proposal 4 without
receiving voting instructions from the beneficial holders.
Upon further review of the voting results, the Board has
determined that up to 6,587,006 votes were potentially
impacted and should be treated as Broker Non-votes in the
revised voting results reported and disclosed below.


For


Against


Abstain


BrokerNon-votes


6,651,978

920,292 496,915 6,587,006

Based on the re-tabulated voting results above, the Board has
determined that Proposal 4 did not receive approval by a majority
of the shares of common stock of the Company outstanding and
entitled to vote at the Annual Meeting. Accordingly, the Board
has not proceeded, and will not proceed, with any reverse stock
split as contemplated by Proposal 4 unless and until the matter
is resubmitted for consideration at a future meeting of the
Companys stockholders and approved by the requisite vote of the
Companys stockholders.


About CENTRAL FEDERAL CORPORATION (NASDAQ:CFBK)

Central Federal Corporation is a holding company of CFBank. CFBank is a savings institution. The Company attracts retail and business deposits from the general public and use the deposits, together with borrowings and other funds, primarily to originate commercial and commercial real estate loans, single-family and multi-family residential mortgage loans and home equity lines of credit. The Company’s customers are small businesses, small business owners and consumers. The loan portfolio consists primarily of commercial, commercial real estate and multi-family mortgage loans, mortgage loans secured by single-family residences and consumer loans. Its primary sources of funds are retail and business deposit accounts and certificates of deposit, brokered certificates of deposit and, to a lesser extent, principal and interest payments on loans and securities, Federal Home Loan Bank (FHLB) advances, other borrowings and proceeds from the sale of loans.

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