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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

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) February 26, 2019

 

 

Malvern Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   000-54835   45-5307782

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

42 E. Lancaster Avenue, Paoli, Pennsylvania   19301
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (610) 644-9400

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 (see General Instruction A.2 below):

 

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

(a)    The Annual Meeting of Shareholders (the “Annual Meeting”) of Malvern Bancorp, Inc. (the “Company”) was held on February 26, 2019.

(b)    There were 7,774,594 shares of common stock of the Company eligible to be voted at the Annual Meeting and 7,092,634 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.

The proposals voted upon at the Annual Meeting, all of which were approved, and the final voting results for each proposal, were as follows:

 

1.

Election of directors for a one-year term expiring in 2020:

 

    

FOR

  

WITHHELD

  

BROKER NON-VOTES

Howard Kent

   5,654,045    107,775    1,330,814

Therese Woodman

   5,682,918      78,902    1,330,814

Julia D. Corelli

   5,686,205      75,615    1,330,814

Norman Feinstein

   5,633,631    128,189    1,330,814

Andrew Fish

   5,684,600      77,220    1,330,814

Cynthia Felzer Leitzell

   5,634,715    127,105    1,330,814

Stephen P. Scartozzi

   5,703,657      58,163    1,330,814

Anthony C. Weagley

   5,703,915      57,905    1,330,814

 

2.

To adopt a non-binding resolution to approve the compensation of the Company’s named executive officers:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NON-VOTES

5,424,201    315,854    21,765    1,330,814

 

3.

To vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation:

 

ONE YEAR

 

TWO YEARS

 

THREE YEARS

 

ABSTAIN

 

BROKER NON-VOTES

5,577,931   7,470   108,025   68,394   1,330,814

The Company will hold the advisory vote on executive compensation on an annual basis.

 

4.

To ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019:

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NON-VOTES

6,989,966    96,082    6,586    0

Each of the Company’s nominees were elected as directors, the proposal to adopt a non-binding resolution to approve the compensation of the Company’s named executive officers was adopted, the option of “every one year” received the highest number of votes cast on the advisory vote on the frequency of the non-binding resolution to approve the compensation of the Company’s named executive officers, and the proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019 was adopted by the shareholders of the Company at the Annual Meeting.

 

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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.

 

    MALVERN BANCORP, INC.
Date: February 27, 2019     By:   /s/ Joseph D. Gangemi
      Joseph D. Gangemi
      Senior Vice President and Chief Financial Officer

 

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