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): June 15, 2020
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-39043 | 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)
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, par value $0.01 per share (including attached preferred stock purchase rights) | BYFC | The Nasdaq Stock Market LLC |
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)) |
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.
On June 15, 2020, Broadway Financial Corporation (“Broadway”) issued a press release announcing that it has filed with the Securities and Exchange Commission a supplement, dated June 15, 2020, to the proxy statement for its annual stockholders meeting that will be held on June 24, 2020.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Broadway Financial Corporation Files Supplement to Proxy Statement for Annual Meeting |
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 | ||
| (Registrant) | ||
| Date: June 15, 2020 | By | /s/ Brenda J. Battey |
| Brenda J. Battey | ||
| Chief Financial Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Broadway Financial Corporation Files Supplement
to Proxy Statement for Annual Meeting
LOS ANGELES, CA – (BUSINESS WIRE) – June 15, 2020 – Broadway Financial Corporation (the “Broadway”) (NASDAQ Capital Market: BYFC) reported today that it has filed a supplement with the Securities and Exchange Commission to its previously filed proxy statement for Broadway’s annual meeting of stockholders that will be held at 2 p.m. Pacific Time on June 24, 2020.
The proxy statement supplement informs stockholders that a preliminary proxy statement was filed with the SEC on June 9, 2020 by Commerce Home Mortgage, LLC (“Commerce”) and related persons and entities stating that Commerce intends to nominate a candidate for election to Broadway’s board of directors at the annual meeting and to solicit stockholder votes for such candidate in opposition to the two currently serving directors that have been nominated for reelection to the board. Commerce states that it also intends to solicit votes against the proposal to approve executive compensation on an advisory basis that is described in Broadway’s proxy statement.
As discussed in greater detail in Broadway’s proxy statement supplement, Commerce was not a stockholder of record of Broadway as of the record date for the annual meeting, which was May 1, 2020, and therefore is not eligible under Broadway’s bylaws to nominate a candidate for election to Broadway’s board of directors at the annual meeting. Accordingly, any nomination by Commerce will not be accepted if made, and votes cast for any Commerce nominee will not have any effect.
Additional Important Information. The proxy statement supplement provides additional important information for consideration by Broadway stockholders, including information regarding persons who may be deemed to be “participants” in Broadway’s solicitation of proxies for use at the annual meeting of stockholders as defined by the proxy rules of the SEC, which term includes Broadway and its directors. The proxy statement supplement may be accessed and copies of the supplement may be obtained without charge in the manner described in Broadway’s proxy statement and is also available without charge on the SEC’s website at www.sec.gov. Stockholders may also contact Alice Wong, Vice President and Corporate Secretary of Broadway at (213) 634-1700, Ext.3269 for assistance in obtaining the proxy statement and the supplement thereto.
SOURCE: Broadway Financial Corporation
Contact: Brenda J. Battey, Chief Financial Officer, (323) 556-3264; or
investor.relations@broadwayfederalbank.com