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): November 27, 2013
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware |
|
000-27464 |
|
95-4547287 |
|
(State of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
5055 Wilshire Boulevard, Suite 500, Los Angeles, California |
|
90036 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (323) 634-1700
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:
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Broadway Financial Corporation (the “Company”) (NASDAQ Capital Market: BYFC), parent company of Broadway Federal Bank, f.s.b. (the “Bank”), was held on November 27, 2013 for the following purposes:
(1) To elect two directors to serve until the Annual Meeting to be held in the year 2016 and until their successors are elected and have been qualified.
At the meeting, the stockholders re-elected Mr. Robert Davidson and Mr. Javier Leon to serve as directors for three-year terms. The number of votes cast with respect to each of the directors was as follows:
|
|
|
For |
|
Against |
|
Abstain |
|
|
Mr. Robert Davidson |
|
17,899,664 |
|
— |
|
70,986 |
|
|
Mr. Javier Leon |
|
17,640,570 |
|
109,772 |
|
220,308 |
|
There were approximately 457,659 broker non—votes received with respect to this item.
(2) To ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013.
At the meeting, the stockholders ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2013 with 18,941,536 shares voting “for”, 6,084 shares voting “against” and 7,282 shares abstaining. There were no broker non—votes received with respect to this item.
(3) To cast an advisory (non-binding) vote on the Company’s executive compensation.
At the meeting, the stockholders approved the Company’s executive compensation with 17,593,734 shares voting “for”, 303,427 shares voting “against” and 73,489 shares abstaining. There were approximately 457,659 broker non—votes received with respect to this item.
(4) To amend the Company’s Certificate of Incorporation to increase the Company’s number of authorized shares of common stock from 8,000,000 to 50,000,000.
At the meeting, the holders of Common Stock, voting separately as a single class, approved the resolution to amend the Company’s Certificate of Incorporation to increase the Company’s number of authorized shares of common stock from 8,000,000 to 50,000,000 with 5,442,090 shares voting “for”, 206,246 shares voting “against” and 7,566 shares abstaining. There were no broker non—votes received with respect to this item.
At the meeting, the holders of Voting Shares, consisting of shares of Common Stock and shares of Series F Common Stock Equivalents, voting together as a single class, approved the resolution to amend the Company’s Certificate of Incorporation to increase the Company’s number of authorized shares of common stock from 8,000,000 to 50,000,000 with 18,741,090 Voting Shares voting “for”, 206,246 Voting Shares voting “against” and 7,566 Voting Shares abstaining. There were no broker non—votes received with respect to this item.
(5) To adopt an amendment to the Company’s Certificate of Incorporation authorizing the Company to issue up to 5,000,000 shares of a new class of non-voting common stock.
At the meeting, the stockholders approved the resolution to amend the Company’s Certificate of Incorporation authorizing the Company to issue up to 5,000,000 shares of a new class of non-voting common stock with 18,332,927 shares voting “for”, 156,252 shares voting “against” and
8,064 shares abstaining. There were approximately 457,659 broker non—votes received with respect to this item.
(6) To approve amendments to the Company’s 2008 Long-Term Incentive Plan (the “LTIP”), including an increase in the number of shares of Common Stock that are reserved for future issuance pursuant to the LTIP to 2,000,000 shares.
At the meeting, the stockholders approved the amendments to the LTIP, including an increase in the number of shares of Common Stock that are reserved for future issuance pursuant to the LTIP to 2,000,000 shares with 17,716,291 shares voting “for”, 236,229 shares voting “against” and 18,130 shares abstaining. There were approximately 457,659 broker non—votes received with respect to this item.
Item 8.01 Other Events.
On November 29, 2013, the Company issued a press release announcing that the Company’s stockholders approved all of the proposals presented at the Annual Meeting on November 27, including the proposals to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 50,000,000 shares and authorize the Company to issue up to 5,000,000 shares of a new class of non-voting Common Stock. As a result, on December 2, 2013 the Company’s 13,299 outstanding shares of Series F Common Stock Equivalents will automatically convert into 13,299,000 shares of Common Stock and its 6,982 shares of Series G Non-Voting Preferred Stock will automatically convert into 698,200 shares of non-voting Common Stock. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release dated November 29, 2013
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 hereunto duly authorized.
|
|
BROADWAY FINANCIAL CORPORATION | ||
|
|
| ||
|
|
|
| |
|
Date: November 29, 2013 |
|
By |
/s/ Brenda J. Battey |
|
|
|
|
Brenda J. Battey |
|
|
|
|
Chief Financial Officer |
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Broadway Financial Corporation Announces Results of Stockholder Votes At Annual Meeting
All Proposals Approved, Including Changes to Certificate of Incorporation
LOS ANGELES, CA — (BUSINESS WIRE) — November 29, 2013 — Broadway Financial Corporation (the “Company”) (NASDAQ Capital Market: BYFC), parent company of Broadway Federal Bank, f.s.b. (the “Bank”), today reported that the Company’s stockholders approved all of the proposals presented at the Annual Meeting on November 27, including the proposals to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 50,000,000 shares and authorize the Company to issue up to 5,000,000 shares of a new class of non-voting Common Stock.
As a result, on December 2, 2013 the Company’s 13,299 outstanding shares of Series F Common Stock Equivalents (the “Common Stock Equivalents”) will automatically convert into 13,299,000 shares of Common Stock, representing 66.02% of the Company’s total equity, and its 6,982 shares of Series G Non-Voting Preferred Stock (the “Series G Preferred”) will automatically convert into 698,200 shares of non-voting Common Stock, representing 3.47% of the Company’s total equity. The Common Stock Equivalents automatically convert at the rate of 1,000 shares of Common Stock for each share of Common Stock Equivalents, and the Series G Preferred automatically convert at the rate of 100 shares of Common Stock for each share of Series G Preferred.
The Common Stock Equivalents and Series G Preferred had been issued on August 22, 2013 in exchange for: (i) all five series of the Company’s formerly outstanding preferred stock (Series A through E), with an aggregate liquidation value or preference of $17.6 million, including the TARP Preferred Stock that had been issued to the U.S. Department of the Treasury pursuant to the Capital Purchase Program component of the Treasury Department’s Troubled Asset Relief Program, (ii) all of the accumulated dividends on the TARP Preferred Stock, and (iii) $2.6 million principal amount of the Company’s bank debt, as part of a Recapitalization of the Company’s balance sheet. The Company issued the Common Stock Equivalents, in lieu of Common Stock, because the Company did not have a sufficient number of authorized shares to complete the Recapitalization.
Chief Executive Officer, Wayne Bradshaw stated, “We are pleased to report that stockholders overwhelmingly supported our proposals presented at the Annual Meeting this week, in particular the proposals to amend our Certificate of Incorporation to increase the number of authorized shares of Common Stock and authorize the Company to issue shares of a new series of non-voting Common Stock. As a result, our plan to simplify the equity portion of our balance sheet, which commenced with the recently completed Recapitalization, has now been fully realized. For the foreseeable future, all of our equity securities will consist of either shares of Common Stock or non-voting Common Stock, as all of our series of outstanding preferred stock have been eliminated. We believe that these changes to our capital structure will enhance our ability to access additional equity capital in the future.
Looking ahead, we are planning to continue rebuilding our loan portfolio to grow net interest income, as well as begin the process of negotiating an extension of the maturity of our subordinated debentures that
mature in March 2014. In conjunction with that extension, we plan to raise additional equity capital to strengthen the balance sheets of both the Company and the Bank, and provide capital for growth.
We wish to thank our stockholders again for their continued support, and we remain focused on continuing our efforts to resume growth for the Company and increase value for our stockholders.”
About Broadway Financial Corporation
Broadway Financial Corporation conducts its operations through its wholly-owned subsidiary, Broadway Federal Bank, f.s.b., which is the leading community-oriented savings bank in Southern California serving low to moderate income communities. We offer a variety of residential and commercial real estate loan products for consumers, businesses, and non-profit organizations, other loan products, and a variety of deposit products, including checking, savings and money market accounts, certificates of deposits and retirement accounts. The Bank operates three full service branches, two in the city of Los Angeles, and one located in the nearby city of Inglewood, California.
Shareholders, analysts and others seeking information about the Company are invited to write to: Broadway Financial Corporation, Investor Relations, 5055 Wilshire Blvd., Suite 500, Los Angeles, CA 90036, or visit our website at www.broadwayfederalbank.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon our management’s current expectations, and involve risks and uncertainties. Actual results or performance may differ materially from those suggested, expressed, or implied by the forward-looking statements due to a wide range of factors including, but not limited to, the general business environment, the real estate market, competitive conditions in the business and geographic areas in which the Company conducts its business, regulatory actions or changes and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to revise any forward-looking statement to reflect any future events or circumstances, except to the extent required by law.
SOURCE: Broadway Financial Corporation
Contact: Wayne-Kent A. Bradshaw, Chief Executive Officer, (323) 556-3248: or
Brenda J. Battey, Chief Financial Officer, (323) 556-3264; or
investor.relations@broadwayfederalbank.com