0001070680-14-000047.txt : 20140909 0001070680-14-000047.hdr.sgml : 20140909 20140909152800 ACCESSION NUMBER: 0001070680-14-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140909 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140909 DATE AS OF CHANGE: 20140909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FEDERAL CORP CENTRAL INDEX KEY: 0001070680 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341877137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25045 FILM NUMBER: 141093253 BUSINESS ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 BUSINESS PHONE: 3305321517 MAIL ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 FORMER COMPANY: FORMER CONFORMED NAME: GRAND CENTRAL FINANCIAL CORP DATE OF NAME CHANGE: 19980918 8-K 1 cfbk-20140909x8k.htm 8-K 691aa5bb97ca444

 

 

 

 

 

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):  September 8, 2014

 

 

CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

0-25045

34-1877137

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification Number)

 

 

 

 

 

 

 

7000 N. High Street, Worthington, Ohio

43085

(614) 334-7979

(Address of principal executive offices)

(Zip Code)

(Registrant’s Telephone Number)

 

_______________________________________________

(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:

[ ] 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))

 

 

 

 

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

Central Federal Corporation (the “Company”) held a Special Meeting of Stockholders on September 8, 2014, at J. Liu Restaurant (Worthington Room) located at 6880 N. High Street, Worthington, Ohio 43085, for the purpose of considering and voting upon the matter described below (the “Special Meeting”).  At the close of business on the July 25, 2014 record date, 15,823,710 shares of the Company’s common stock were outstanding and entitled to vote.  At the Special Meeting, a total of 9,042,357 shares, or 57.14% of the outstanding shares of common stock of the Company were represented in person or by proxy.

 

The results of the voting at the Special Meeting were as follows:

 

1.

To approve the issuance of shares of common stock of the Company issuable upon conversion of the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, and the exercise of Warrants as required by and in accordance with NASDAQ Marketplace Rule 5635.

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-votes

7,406,456

 

1,620,866

 

15,035

 

--

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

Central Federal Corporation

 

 

 

 

Date:  September 9, 2014

 

By:

/s/ John W. Helmsdoerfer

 

 

 

John W. Helmsdoerfer, CPA

 

 

 

Chief Financial Officer