Malvern Bancorp, Inc. (NASDAQ:MLVF) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
At the Annual Meeting of Shareholders (the Annual Meeting) of
Malvern Bancorp, Inc. (the Company), held on February 15, 2017,
the Companys shareholders approved several amendments to the
Companys Articles of Incorporation, as described in Item 5.07 of
this Current Report on Form 8-K and in the Companys definitive
proxy materials with respect to the Annual Meeting. On February
15, 2017, the Company filed Amended and Restated Articles of
Incorporation with the Commonwealth of Pennsylvania, which
reflect the amendments approved by the shareholders at the Annual
Meeting. The Amended and Restated Articles of Incorporation are
attached as Exhibit 3.1 to this Current Report on Form 8-K.
At a meeting of the Companys Board of Directors (the Board) held
on February 15, 2017 after the Annual Meeting, the Board adopted
Amended and Restated Bylaws, which eliminate references to a
classified board of directors. The Board amended the Companys
Bylaws in order to make them consistent with the Companys Amended
and Restated Articles of Incorporation. As described in Item 5.07
of this Current Report on Form 8-K, at the Annual Meeting, the
shareholders approved a proposal to eliminate the classified
board of directors. The Amended and Restated Bylaws are attached
as Exhibit 3.2 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On February 15, 2017, the Company held its 2017 Annual Meeting,
for which the Companys Board of Directors solicited proxies. A
total of 6,560,403 shares of the Companys common stock were
outstanding and entitled to vote on the January 6, 2017 record
date, and a total of 5,385,083 shares were present in person or
represented by proxies at the Annual Meeting. The proposals voted
upon at the Annual Meeting, all of which were approved, and the
voting results are as follows:
Proposal 1. If Proposal 2 is approved, to elect
eight directors for a one-year term expiring in 2018 and until
their successors are elected and qualified; or if Proposal 2 is
not approved, to elect two directors for a three-year term
expiring in 2020 and until their successors are elected and
qualified. As Proposal 2 was approved, the following eight people
were elected directors for a one-year term expiring in 2018 and
until their successors are elected and qualified:
| DIRECTOR | FOR | AUTHORITY WITHELD | BROKER NON-VOTES | |||||||||
| Anthony C. Weagley | 4,349,778 | 60,225 | 975,080 | |||||||||
| Howard Kent | 4,346,581 | 63,422 | 975,080 | |||||||||
| Therese Woodman | 4,339,792 | 70,211 | 975,080 | |||||||||
| Norman Feinstein | 4,321,407 | 88,596 | 975,080 | |||||||||
| Cynthia Felzer Leitzell | 4,332,003 | 78,000 | 975,080 | |||||||||
| Andrew Fish | 4,336,654 | 73,349 | 975,080 | |||||||||
| Stephen P. Scartozzi | 4,368,992 | 41,011 | 975,080 | |||||||||
| George E. Steinmetz | 4,351,119 | 58,884 | 975,080 | |||||||||
Proposal 2. To approve an amendment to the
Companys Articles of Incorporation to eliminate the classified
board of directors:
| FOR:4,384,229 | AGAINST:24,841 | ABSTAIN:933 |
BROKER NON-VOTES: 975,080
|
– – |
Proposal 3. To approve an amendment to the
Companys Articles of Incorporation to eliminate provisions
prohibiting a shareholder from acquiring more than 10% of the
Companys common stock:
| FOR:4,335,465 | AGAINST:73,448 | ABSTAIN:1,090 |
BROKER NON-VOTES: 975,080
Proposal 4. To approve an amendment of the
supermajority voting requirement contained in the Companys
Articles of Incorporation for certain mergers and similar
transactions:
| FOR:4,239,545 | AGAINST:168,768 | ABSTAIN:1,690 |
BROKER NON-VOTES: 975,080
Proposal 5. To adopt a non-binding resolution to
approve the compensation of the Companys named executive
officers:
| FOR:4,343,956 | AGAINST:56,659 | ABSTAIN:9,388 |
BROKER NON-VOTES: 975,080
Proposal 6. To ratify the appointment of BDO
USA, LLP as the Companys independent registered public accounting
firm for the fiscal year ending September 30, 2017:
| FOR:5,303,445 | AGAINST:64,513 | ABSTAIN:17,125 |
BROKER NON-VOTES: 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form
8-K
| Exhibit | Description | |
| 3.1 |
Amended and Restated Articles of Incorporation of Malvern Bancorp, Inc. |
|
| 3.2 | Amended and Restated Bylaws of Malvern Bancorp, Inc. |
|
– – |
Malvern Bancorp, Inc. (NASDAQ:MLVF) Recent Trading Information
Malvern Bancorp, Inc. (NASDAQ:MLVF) closed its last trading session up +0.20 at 21.00 with 3,164 shares trading hands.
