Toggle SGML Header (+)

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

Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 27, 2020 (May 5, 2020)



Malvern Bancorp, Inc.

(Exact name of registrant as specified in its charter)




Pennsylvania   000-54835   45-5307782

(State or other jurisdiction

of incorporation)



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class





Name of Each Exchange

on Which Registered

Common Stock   MLVF   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 8.01 Other Events.

The Board of Directors (“Board”) of Malvern Bancorp, Inc. (the “Company”) conducted a review of its Director Stock Ownership Policy to promote equity ownership by the directors of the Company and Malvern Bank, National Association (the “Bank”), and to further align the interests of the directors and the Company’s shareholders. On May 5, 2020, the Board approved the amended and restated Director Stock Ownership Policy, which provides for at least seventy-five percent (75%) of the fees payable to each director of the Company and the Bank to be paid in the form of fully vested, unrestricted shares of common stock of the Company. The Company’s transfer agent will purchase shares of Company common stock on behalf of each director pursuant to the terms of the Company 2016 Automatic Dividend Reinvestment and Stock Purchase Plan, and each non-employee director’s election constitutes a trading plan between such director and the Company established to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All other terms of the Director Stock Ownership Policy remain in full force and effect.




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.



Date: May 27, 2020


/s/ Joseph D. Gangemi

      Joseph D. Gangemi
      Executive Vice President and Chief Financial Officer



(Back To Top)