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Section 1: 8-K (CURRENT REPORT ON FORM 8-K FOR MAY 29, 2018)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)    May 29, 2018        
 
SOUND FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)


Maryland
 
001-35633
 
45-5188530
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)


2400 3rd Avenue, Suite 150, Seattle, Washington
 
98121
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (206) 448-0884
 

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
 Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 

 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2018, Sound Community Bank (the "Bank"), the wholly owned operating subsidiary of Sound Financial Bancorp, Inc. (the "Company"), announced that, effective May 29, 2018, Heidi Sexton has been appointed Chief Operating Officer of the Bank.  Ms. Sexton, age 42, will continue to serve as Executive Vice President of the Bank responsible for identification and mitigation of risk through oversight of the Enterprise Risk Management and Compliance Management functions.  In addition, Ms. Sexton is responsible for Information Technology, Systems Support and Operations, Project Management and Policies and Procedures. Ms. Sexton joined the Bank in 2007 and previously served as the Vice President of Operations managing deposit, electronic, and lending operations.

There are no arrangements or understandings between Ms. Sexton and any other person pursuant to which she was appointed as an executive officer, nor is there a family relationship between any member of the Company's or the Bank's boards of directors or any of its executive officers and Ms. Sexton.  Further, there are no relationships between Ms. Sexton and the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Sexton's appointment is furnished as Exhibit 99.1 to this report.

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

The Company held its annual meeting of shareholders on May 29, 2018.  Holders of record of the Company's common stock at the close of business on April 2, 2018, were entitled to vote on five proposals at the annual meeting.  The final voting results of each proposal are set forth below.

Proposal 1 – Election of Directors

The Company's shareholders approved the election of Laura Lee Stewart, Debra Jones and Rogelio Riojas as directors of the Company for a term to expire in the year 2021.

   
Laura Lee Stewart
   
Debra Jones
   
Rogelio Riojas
 
                   
For
   
1,520,066
     
1,517,400
     
1,517,360
 
Withheld
   
4,946
     
7,612
     
7,652
 
Broker Non-Vote
   
470,827
     
470,827
     
470,827
 

 
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Proposal 2 - Approval of the Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan

The Company's shareholders approved the Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan.

   
Number of Votes
 
For
   
1,404,807
 
Against
   
83,229
 
Abstain
   
36,976
 
Broker Non-Votes
   
470,827
 
 
Proposal 3 - Advisory (Non-binding) Vote on Executive Compensation

The Company's shareholders approved the advisory (non-binding) vote on executive compensation.

   
Number of Votes
 
For
   
1,400,119
 
Against
   
97,154
 
Abstain
   
27,739
 
Broker Non-Votes
   
470,827
 
 
Proposal 4 - Advisory (Non-binding) Vote on the Frequency of the Advisory Vote on Executive Compensation

The Company's shareholders approved holding the advisory (non-binding) vote on the frequency of the advisory vote on executive compensation annually.

   
Number of Votes
 
Every One Year
   
1,486,949
 
Every Two Years
   
5,222
 
Every Three Years
   
27,828
 
Abstain
   
5,013
 
Broker Non-Votes
   
470,827
 
 
As reported above, an advisory vote was conducted at the annual meeting on the frequency of future advisory votes on executive compensation. The Company's Board of Directors recommended advisory votes on an annual basis, and a majority of the shares were voted for the advisory vote to be held on an annual basis. The Board of Directors has considered the outcome of this advisory vote and has determined that the Company will hold an advisory vote on executive compensation annually.
 
3

 
 

Proposal 5 – Ratification of Independent Registered Public Accounting Firm

The Company's shareholders ratified the appointment of Moss Adams, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018.

   
Number of Votes
 
For
   
1,980,390
 
Against
   
838
 
Abstain
   
14,611
 
 

 
Item 9.01            Financial Statements and Exhibits.

(d)          Exhibits:  The following exhibits are filed herewith:

Exhibit 10.1
Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan (attached as Appendix A to the Company's definitive proxy statement filed on April 12, 2018 (File No. 001-35633) and incorporated herein by reference)

Exhibit 99.1
Press Release dated May 31, 2018




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 
SOUND FINANCIAL BANCORP, INC.
     
     
Date:
May 31, 2018
By:
/s/ Laura Lee Stewart
     
Laura Lee Stewart, President, CEO and Interim CFO
 


 
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Section 2: EX-99.1 (PRESS RELEASE DATED MAY 31, 2018)

Exhibit 99.1
 

FOR IMMEDIATE RELEASE - Corrected

Heidi Sexton Named Chief Operating Officer


Seattle, WA, May 31, 2018This is a correction of the press release dated May 29, 2018, which announced the promotion of  Heidi Sexton to Executive Vice President.  The corrected release follows:

Sound Community Bank is pleased to announce the promotion of Heidi Sexton to Chief Operating Officer effective as of May 29, 2018.  Ms. Sexton, an Executive Vice President of the bank, is responsible for identification and mitigation of risk through oversight of the Enterprise Risk Management and Compliance Management functions.  She is also responsible for Information Technology, Systems Support and Operations, Project Management, and Policies and Procedures.

Ms. Sexton grew up in banking, beginning her career as a teller while in college.  Upon receiving her BA in Accounting from the University of Wisconsin-Eau Claire, she moved to San Francisco and subsequently Seattle working as a Director for RSM McGladrey.  Ms. Sexton joined Sound Community Bank in 2007 and previously served as the Vice President of Operations managing deposit, electronic, and lending operations.  She currently holds a number of professional certifications including Certified Internal Auditor, Certified Regulatory Compliance Manager and is a graduate of the Washington Bankers Association's Executive Development Program. 

Ms. Sexton is passionate about providing financial education and serves as a volunteer and Board Member of Financial Beginnings, a non-profit that provides youth to adult programs at no cost.  In her spare time, she participates with her daughter in various extra-curricular activities, enjoys wine tasting, and researching her family's next adventure.

Sound Community Bank is a Seattle-based community bank, providing personal and business banking services in King, Pierce, Snohomish, Jefferson and Clallam Counties, and on the web at www.soundcb.com.  Sound Community Bank is a subsidiary of Sound Financial Bancorp, Inc. (NASDAQ: SFBC).

For additional information:


Media Contact:
Brady Robb, Vice President
Marketing Director
(206) 448-0884 ext. 202

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