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Section 1: 8-K (8-K)

Document


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):  October 24, 2019

400651139_axosfina08.jpg
 
AXOS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
000-51201
33-0867444
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification
No.)
 9205 West Russell Road, STE 400, Las Vegas, NV                  89148
(Address of principal executive offices)                    (zip code)
Registrant’s telephone number, including area code: (858) 649-2218          
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
AX
New York Stock Exchange
6.25% Subordinated Notes Due 2026
AXO
New York Stock Exchange
 
 
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):
 
o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                                    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).

o                                    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.  o





Item 5.07: Submission of Matters to a Vote of Security Holders.
Axos Financial, Inc. (the “Company”) held its annual meeting of stockholders on October 24, 2019. Proxy statements were sent to all of the Company’s common stockholders of record as of August 30, 2019. Set forth below are the official vote tabulations for each of the matters submitted to a vote of the stockholders.
The first proposal was the election of the following Class III directors: James S. Argalas, James J. Court and Edward J. Ratinoff.
 
For
Withheld
Non-Votes 
James S. Argalas
43,090,546
292,031
9,913,333
James J. Court
37,384,690
5,997,887
9,913,333
Edward J. Ratinoff
42,692,080
690,497
9,913,333


The second proposal was to approve the Amended and Restated 2014 Stock Incentive Plan.
For
Against
Abstain
Non-Votes
32,598,352
10,699,641
84,584
9,913,333


The third proposal was to approve, in a non-binding and advisory vote, the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy statement.
For
Against
Abstain
Non-Votes
34,729,322
8,512,659
140,596
9,913,333


The fourth proposal was the ratification of the appointment of BDO USA, LLP as the Company’s independent public accounting firm for fiscal year 2020.
For
Against
Abstain
Non-Votes
53,033,515
95,366
167,029
0





SIGNATURE

 
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 hereunto duly authorized.

 
Axos Financial, Inc.
 
 
 
 
Date: October 25, 2019
By:
/s/ Andrew J. Micheletti
 
 
 
Andrew J. Micheletti
 
 
EVP and Chief Financial Officer


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