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Section 1: 8-K (CURRENT REPORT ON FORM 8-K FOR MAY 28, 2019)



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 28, 2019        
 
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))
 Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SFBC
The NASDAQ Stock Market LLC

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 28, 2019, the board of directors of Sound Community Bank (the “Bank”), the wholly owned operating subsidiary of Sound Financial Bancorp, Inc. (the “Company”), reassigned Christina Gehrke to a non-executive officer role at the Bank and, therefore, she will no longer serve as Executive Vice President, Chief Administrative Officer of the Bank responsible for oversight of marketing, human resources and the management of projects, vendors, and facilities.  Ms. Gehrke’s executive officer responsibilities will be redistributed among the Bank’s other executive and non-executive officers.


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

The Company held its annual meeting of shareholders on May 28, 2019.  Holders of record of the Company’s common stock at the close of business on March 29, 2019, were entitled to vote on three 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 Tyler K Myers, Robert F. Carney and James E. Sweeny as directors of the Company for a term to expire in the year 2022.

   
Tyler K. Myers
   
Robert F. Carney
   
James E. Sweeney
 
For
   
1,598,542
     
1,595,987
     
1,598,542
 
Withheld
   
199,187
     
201,742
     
199,187
 
Broker Non-Vote
   
460,041
     
460,041
     
460,041
 

Proposal 2 - Advisory (Non-binding) Vote on Executive Compensation

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

   
Number of Votes
 
For
   
1,413,135
 
Against
   
260,525
 
Abstain
   
124,069
 
Broker Non-Votes
   
460,041
 


Proposal 3 - 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, 2019.

   
Number of Votes
 
For
   
2,253,923
 
Against
   
3,547
 
Abstain
   
300
 

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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.

 
SOUND FINANCIAL BANCORP, INC.
     
     
Date:
May 29, 2019
By:
/s/ Laura Lee Stewart
     
Laura Lee Stewart, President and CEO
 
















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