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: |
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For |
VotesWithheld |
BrokerNon-votes |
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7,950,768 | 118,417 | 6,587,006 | |||||||||
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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: |
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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: |
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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. |
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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.