Stewardship Financial Corporation (NASDAQ:SSFN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously announced on February 21, 2017, Robert Turner, a
director of Stewardship Financial Corporation (the Corporation)
since 1997, retired from the Board of Directors of the
Corporation and from the office of Secretary of the Corporation
effective May 16, 2017. Mr. Turner was serving a three year term
as a director of the Corporation through and until the
Corporations annual meeting in 2018. The Corporation intends to
fill the office of Secretary and the vacancy on its Board of
Directors resulting from Mr. Turners resignation and expects that
his replacement on the Board of Directors would serve as a
director of the Corporation until the Corporations 2018 annual
meeting of shareholders. Mr. Turners resignation was not the
result of any disagreement with the Corporation.

Concurrently with his resignation as a director of the
Corporation, Mr. Turner resigned from the board of directors of
the Corporations wholly-owned subsidiary Atlantic Stewardship
Bank, for which he has served as a director since 1985.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On May 16, 2017, the Corporation filed with the Department of
Treasury of the State of New Jersey an Amended and Restated
Certificate of Incorporation of the Corporation. The Amended and
Restated Certificate of Incorporation, which became effective
immediately upon its filing, increased the total number of
authorized shares of common stock, no par value, that the
Corporation is authorized to issue by 10,000,000 shares from
10,000,000 shares to 20,000,000 shares. The Amended and Restated
Certificate of Incorporation also eliminated all references to
two series of preferred stock, the fixed rate cumulative
perpetual preferred stock, Series A, and the senior
non-cumulative perpetual preferred stock, Series B, that had been
designated and authorized for issuance, all of which was
previously repurchased by the Corporation and reverted to
authorized but unissued shares of preferred stock, making
references to such series of preferred stock unnecessary. The
Amended and Restated Certificate of Incorporation also effected
certain other non-substantive modifications. The Board of
Directors of the Corporation adopted a resolution approving the
Amended and Restated Certificate of Incorporation in March 2017.
As discussed under Item 5.07 of this Current Report on Form 8-K,
the adoption of the Amended and Restated Certificate of
Incorporation was subsequently approved by the shareholders of
the Corporation at the Corporations Annual Meeting of
Shareholders held on May 15, 2017. The full text of the Amended
and Restated Certificate of Incorporation is attached as Exhibit
3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Corporation held its Annual Meeting of Shareholders (the
Annual Meeting) on May 15, 2017. A total of 4,531,287 shares of
the Corporations common stock entitled to vote were present or
represented by proxy at the Annual Meeting constituting a quorum
for the transaction of business. The Corporations shareholders
considered the proposals set forth in the Corporations proxy
statement for the Annual Meeting, filed with the Securities and
Exchange Commission on April 4, 2017 (the Proxy Statement), and
took the following actions with respect thereto:

Proposal 1: Election of Directors. The shareholders considered
the nominees for election as directors named in the Proxy
Statement and elected each of William C. Hanse, Margo Lane, John
C. Scoccola and John L. Steen to the Board of Directors of the
Corporation to serve as a director for a three-year term expiring
in 2020. The following are the results of the voting:

Proposal 2: Approval and Adoption of the Amended and Restated
Certificate of Incorporation. The shareholders considered a
proposal to approve and adopt the Amended and Restated
Certificate of Incorporation of the Corporation to: (a) effect an
increase in the total number of authorized shares of the
Corporations common stock, no par value, from 10,000,000 shares
to 20,000,000 shares Common Stock, (b) eliminate (i) the fixed
rate cumulative perpetual preferred stock, Series A, and the (ii)
senior non-cumulative perpetual preferred stock, Series B and (c)
effect certain other non-substantive changes. The proposal was
approved by the shareholders. The following are the results of
the voting:

Proposal 3:>Non-Binding Advisory Vote on Executive
Compensation. The shareholders considered a proposal to approve,
on a non-binding advisory basis, the compensation of certain
executive officers of the Corporation as disclosed in the Proxy
Statement. The proposal was approved by the shareholders. The
following are the results of the voting:

Proposal 4: Ratification of Appointment of Independent Registered
Public Accounting Firm. The shareholders considered a proposal to
ratify the appointment of KPMG LLP as the Corporations
independent registered public accounting firm for the fiscal year
ending December 31, 2017. The proposal was approved by the
shareholders. The following are the results of the voting:

Item 9.01. Financial Statements and Exhibits

Exhibits: