STANDARD FINANCIAL CORP. (OTCMKTS:STND) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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STANDARD FINANCIAL CORP. (OTCMKTS:STND) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

A Special Meeting of Shareholders of Standard Financial Corp.
(the Company) was held on March 24, 2017. The matters listed
below were submitted to a vote of the shareholders through the
solicitation of proxies, and the proposals are described in
detail in the joint proxy statement/prospectus filed with the
Securities and Exchange Commission on February 3, 2017. The final
results of the shareholder votes are as follows:
Proposal 1 Approval of the Merger Agreement
The shareholders approved and adopted the Agreement and Plan of
Merger between Standard Financial Corp. and Allegheny Valley
Bancorp, Inc. (Allegheny), dated as of August 29, 2016 (the
Merger Agreement), which provides, among other things, for the
merger of Allegheny with and into the Company, and the
transactions in connection therewith, as follows:
For
1,726,301
Against
111,327
Abstain
21,289
Broker non-votes
346,215
Proposal 2 Approval of Standard AVB Financial Corp. as the
Surviving Corporations Name
The shareholders approved the amendment to revise Article 1 of
the Companys Articles of Incorporation to state that the name of
the surviving corporation will be Standard AVB Financial Corp.,
as follows:
For
2,103,177
Against
92,075
Abstain
9,880
Proposal 3 Approval of the Supermajority Vote Requirement to
Approve a Merger Transaction
The shareholders approved the amendment to the Companys Articles
of Incorporation to include Article 14, paragraph 1, which
requires a supermajority vote of the surviving corporations board
of directors to approve a merger transaction, as follows:
For
1,597,243
Against
206,819
Abstain
54,855
Broker non-votes
346,215
Proposal 4 Approval of the Supermajority Vote Requirement to
Remove a Director
The shareholders approved the amendment to the Companys Articles
of Incorporation to include Article 14, paragraph 2, which
requires a supermajority vote of the surviving corporations board
of directors to approve the removal of a board member, as
follows:
For
1,585,619
Against
207,433
Abstain
65,865
Broker non-votes
346,215
Proposal 5 Approval of the Supermajority Vote Requirement to
Repeal, Alter or Amend Article 14 of the Articles of
Incorporation
The shareholders approved the amendment to the Companys Articles
of Incorporation to include Article 14, paragraph 3, which
requires a supermajority vote of the surviving corporations board
of directors to approve the repeal, alteration, or amendment of
Article 14 of the Companys Articles of Incorporation, as follows:
For
1,585,509
Against
218,543
Abstain
54,865
Broker non-votes
346,215
Proposal 6 Approval of Adjournment or Postponement of Special
Meeting
The shareholders approved the proposal to adjourn or postpone the
special meeting, if more time is needed, to allow the Company
time to solicit additional votes in favor of the Merger Agreement
and the amendments to the Companys Articles of Incorporation, as
follows:
For
2,001,102
Against
190,054
Abstain
13,976
Item 8.01 Other Events
On March 24, 2017, at a Special Meeting of Shareholders of
Allegheny, the shareholders of Allegheny approved and adopted the
Merger Agreement and the transactions in connection therewith.
The merger is expected to be completed on April 7, 2017. A joint
press release announcing the approval and adoption of the Merger
Agreement, and the transactions in connection therewith, by the
shareholders of the Company and Allegheny, respectively, is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a)
Financial statements of businesses acquired. Not
Applicable.
(b)
Pro forma financial information. Not Applicable.
(c)
Shell company transactions: Not Applicable.
(d)
Exhibits.
The following Exhibit is attached as part of this report:
99.1 Press release dated March 28, 2017


About STANDARD FINANCIAL CORP. (OTCMKTS:STND)

Standard Financial Corp. is the holding company of Standard Bank, PaSB (the Bank). The Bank is a Pennsylvania-chartered state savings bank. The Bank is a retail-oriented financial institution, which offers deposit and loan products through its approximately nine offices in Allegheny, Westmoreland, and Bedford Counties of Pennsylvania and Northern Allegany County of Maryland. The Bank offers personal banking services, such as personal checking and savings accounts, mobile banking, online banking, certificate of deposits, individual retirement accounts (IRAs) and deposit product rates. It offers business banking services, such as business checking and savings accounts, business online banking, business services and business loans. It also offers wealth management services. The Company, through its subsidiary, Westmoreland Investment Company, is engaged in holding residential mortgage loans. It offers a range of loan products, such as real estate loans, commercial loans and other loans.

STANDARD FINANCIAL CORP. (OTCMKTS:STND) Recent Trading Information

STANDARD FINANCIAL CORP. (OTCMKTS:STND) closed its last trading session up +0.04 at 26.55 with 400 shares trading hands.