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): May 13, 2022

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.)

4601 Wilshire Boulevard Suite 150, Los Angeles, CA	90010
(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 (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))

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2022, the Board of Directors (the “Board”) of Broadway Financial Corporation (the “Company”) elected John Driver to the Board, effective May 13, 2022, to fill a vacancy on the Board.  Mr. Driver will serve as a member of the class of directors of the Company whose term expires at the Company’s 2022 annual meeting of stockholders, and his election increases the membership of the Board to nine members.  In connection with Mr. Driver’s election, Mr. Driver has been appointed to the Audit Committee and the Corporate Governance Committee of the Board of the Company and its wholly-owned subsidiary, City First Bank, National Association (the “Bank”), and to the Risk and Compliance Committee of the Bank.

Mr. Driver was nominated by the Company’s Corporate Governance Committee (the “Committee”) after a thorough review of all of the candidates’ backgrounds, relevant experience and professional and personal reputations.  The Committee conducted a formal search for nominees and considered recommendations from Board members and management of the Company.

Mr. Driver will receive the standard compensation available to the Company’s current non-employee directors, which is discussed in the Company’s Amendment No.1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on May 2, 2022.

Item 7.01 Regulation FD Disclosure.

On May 13, 2022, the Company issued a press release announcing Mr. Driver’s appointment to the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated May 13, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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: May 13, 2022	By:	/s/ Brenda J. Battey
		Brenda J. Battey
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Broadway Financial Corporation Announces the Election of Mr. John Driver

to the Board of Directors

LOS ANGELES, CA – (BUSINESS WIRE) – May 13,2022 – Broadway Financial Corporation (“Broadway” or the “Company”) (NASDAQ Capital Market: BYFC) announced today that the Board of Directors (the “Board”) of Broadway elected Mr. John Driver to the Board, effective May 13, 2022, to fill a vacancy on the Board.

Mr. Driver is currently the Chairman and Chief Executive Officer of Lynx Technology, a Smart Home IoT (Internet of Things) and digital media technology firm that powers a range of consumer electronics products, which he acquired through a management buyout in 2015 from PacketVideo, a subsidiary of Japanese public company, NTT DOCOMO.  Previously, he was the Chief Operating Officer and Chief Marketing Officer of PacketVideo, and co-founder and CEO of JoynIn.  His work experience also includes senior marketing positions at Calico Commerce, Serena Software and Sun Microsystems. Mr. Driver began his professional career as an auditor for Arthur Young & Co. (now Ernst & Young) and financial analyst at Hewlett-Packard.

He has a long history of community service through his position as Chair of the Board of Trustees of The Fleet Science Center in San Diego and President of the Stanford Multicultural Alumni Club of San Diego.  Previously, he was Chair of the Stanford Associates Board of Governors at Stanford University, and Board Member and Marketing Chair of the San Diego YMCA Overnight Camps.

Mr. Driver earned an MBA from The Tuck School of Business at Dartmouth College and a B.S. in Industrial Engineering from Stanford University.

In connection with Mr. Driver’s election to Broadway’s Board, Mr. Driver has been appointed to the Audit Committee and the Corporate Governance Committee of the Board of the Company and its wholly-owned subsidiary, City First Bank, National Association (the “Bank”), and to the Risk and Compliance Committee of the Bank.  Mr. Driver will serve as a member of the class of directors of the Company whose term expires at the Company’s 2022 annual meeting of stockholders.

Mr. Driver was nominated by the Company’s Corporate Governance Committee (the “Committee”) after a thorough review of his background, relevant experience, and professional and personal reputation, as compared to other candidates that the Committee considered.  The Committee conducted a formal search for nominees and considered recommendations from Board members and management of Broadway.

Chief Executive Officer, Brian Argrett, commented, “We are very pleased to announce that Mr. Driver has joined the Board of Broadway and the Bank.  He is a talented, experienced executive whose background includes C-level business strategy development and execution, marketing and technology expertise, financial acumen, and a commitment to community service.  I believe that he will be a valuable resource for the Board of Broadway and the Bank, and to our management team.”

About Broadway Financial Corporation

Broadway Financial Corporation conducts its operations through its wholly-owned banking subsidiary, City First Bank, National Association, which is a leading community-oriented bank in Southern California and in the Washington, D.C. market 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.

Stockholders, analysts, and others seeking information about the Company are invited to write to:  Broadway Financial Corporation, Investor Relations, 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA 90010.

Contacts

Investor Relations

Brenda J. Battey, Chief Financial Officer, (323) 556-3264

Investor.relations@cityfirstbroadway.com

XML

Document and Entity Information	May 13, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2022
Entity Registrant Name	BROADWAY FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39043
Entity Tax Identification Number	95-4547287
Entity Address, Address Line One	4601 Wilshire Boulevard Suite 150
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90010
City Area Code	323
Local Phone Number	634-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001001171
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
Trading Symbol	BYFC
Security Exchange Name	NASDAQ