0001140361-21-021435.txt : 20210617 0001140361-21-021435.hdr.sgml : 20210617 20210617164358 ACCESSION NUMBER: 0001140361-21-021435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210616 ITEM INFORMATION: Shareholder Nominations Pursuant to Exchange Act Rule 14a-11 ITEM INFORMATION: Other Events FILED AS OF DATE: 20210617 DATE AS OF CHANGE: 20210617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADWAY FINANCIAL CORP \DE\ CENTRAL INDEX KEY: 0001001171 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 954547287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39043 FILM NUMBER: 211025289 BUSINESS ADDRESS: STREET 1: 5055 WILSHIRE BLVD STE 500 CITY: LOS ANGELES STATE: CA ZIP: 90036 BUSINESS PHONE: 3236341700 MAIL ADDRESS: STREET 1: 5055 WILSHIRE BLVD STE 500 CITY: LOS ANGELES STATE: CA ZIP: 90036 8-K 1 brhc10026012_8k.htm 8-K
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 16, 2021

BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-39043
95-4547287
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5055 Wilshire Boulevard
Suite 500
Los Angeles, CA 90036
(Address of principal executive offices) (Zip Code)

(323) 634-1700
(Registrant’s telephone number, including area code)

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
  
Trading symbol(s)
  
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
  
BYFC
  
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 5.08
Shareholder Director Nominations

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01
Other Events

On June 16, 2021, the board of directors of Broadway Financial Corporation (the “Company”) established October 20, 2021 as the date of the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”).  The Company will publish additional details regarding the exact time, location, and matters to be voted on at the 2021 Annual Meeting in the Company’s definitive proxy statement for the 2021 Annual Meeting. This date represents a change of more than 60 days from the anniversary date of the Company’s 2020 annual meeting of stockholders held on June 24, 2020.  As a result, the deadlines for stockholders to submit proposals and nominations of directors for the 2021 Annual Meeting as set forth in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders are no longer effective.

Under the Company’s Bylaws, for stockholder proposals and director nominations to be presented at the 2021 Annual Meeting (other than by means of inclusion of a stockholder proposal in the proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is described below), the Company must receive proper written notice at the Company’s principal executive offices not later than 5:00 p.m. Pacific Time on July 22, 2021. The notice must include all of the information required by the Bylaws.

Stockholder proposals intended for inclusion in the Company’s definitive proxy statement for the 2021 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received at the Company’s principal executive office no later than August 18, 2021 (which the Company believes is a reasonable time before it begins to print and send its proxy materials). Any such proposal must also meet the requirements set forth in the rules and regulations of the Exchange Act in order to be eligible for inclusion in the proxy materials for the 2021 Annual Meeting.

All such proposals and nominations must be addressed to the Secretary of the Company at 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036, Attn: Audrey Phillips, Vice President and Corporate Secretary.

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: June 17, 2021
By:
/s/ Brenda J. Battey
   
Brenda J. Battey


Executive Vice President and
Chief Financial Officer