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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Emerging growth company
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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.
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☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders
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(a) |
The Broadway Financial Corporation (the “Company”) Annual Meeting of Stockholders was held on June 21, 2023.
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(b) |
Stockholders voted on the matters set forth below:
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1. |
The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on May
1, 2023 were elected to serve until the Annual Meeting of Stockholders to be held in the year 2026 or until their respective successors are duly elected and qualified, based on the following vote:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Brian E. Argrett
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26,875,306
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622,166
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7,629,054
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Mary Ann Donovan
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24,287,307
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3,210,165
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7,629,054
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William A. Longbrake
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26,933,269
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564,203
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7,629,054
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2. |
The proposal to ratify the appointment of Moss Adams LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2023 was
approved based upon the following votes:
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Votes for approval
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34,493,151
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Votes against
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570,061
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Abstentions
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63,314
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Broker non-votes
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0
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3.
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The proposal to approve the Company’s executive compensation on an advisory (non-binding) basis was approved based upon the following votes:
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Votes for approval
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26,302,544
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Votes against
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1,116,620
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Abstentions
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78,308
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Broker non-votes
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7,629,054
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4. |
The proposal to approve the Amendment and Restatement of the Company’s 2018 Long-Term Incentive Plan was approved based upon the following votes:
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Votes for approval
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26,206,188
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Votes against
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1,196,162
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Abstentions
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95,122
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Broker non-votes
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7,629,054
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5. |
The proposal to approve the Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of the Company’s Common Stock With No Change to the Number
of Authorized Shares was approved based upon the following votes:
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Votes for approval
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33,513,558
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Votes against
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1,536,369
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Abstentions
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76,599
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Broker non-votes
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0
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BROADWAY FINANCIAL CORPORATION
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Date: June 26, 2023
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By:
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/s/ Brenda J. Battey
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Brenda J. Battey
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Executive Vice President and
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Chief Financial Officer
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