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 5, 2024

BV Financial, Inc.
(Exact Name of Registrant as Specified in Charter)

Maryland
001-36094
14-1920944
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

7114 North Point Road, Baltimore, Maryland
21219
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (410) 477-5000

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
Common Stock, par value $0.01 per share
  
BVFL
  
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 September 5, 2024, the stockholders of BV Financial, Inc. (the “Company”) approved the Company’s 2024 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and BayVanguard Bank. A description of the material terms of the Plan is contained in the Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on August 1, 2024 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.

Item 5.07
Submission of Matters to a Vote of Securities Holders

The Annual Meeting of Stockholders of BV Financial, Inc. (the “Company”) was held on September 5, 2024.  The final results of the vote on each matter submitted to a vote of stockholders is as follows:

1.
The following individuals were elected as directors of the Company, each for a three-year term or until his or her successor is duly elected and qualified, by the following vote:

   
For
  
Withheld
    
Broker Non-Votes
               
Joseph S. Galli
  
7,704,678
  
630,358
    
1,393,569
               
Timothy L. Prindle
  
8,098,854
  
236,182
    
1,393,569
               
Matcheld V. Thomas
  
6,535,912
  
1,799,124
    
1,393,569


2.
The approval of the BV Financial, Inc. 2024 Equity Incentive Plan:

For
  
Against
  
Abstain
  
Broker Non-votes
             
7,537,744
  
768,453
  
28,839
  
1,393,569


3.
The approval of the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

For
  
Against
  
Abstain
  
Broker Non-votes
             
9,347,258
  
99,426
  
282,011
  
—


Item 9.01   Financial Statements and Exhibits

(a)
No financial statements of businesses acquired are required.
(b)
No pro forma financial information is required.
(c)
Not Applicable.
(d)
Exhibits.
 
BV Financial, Inc. 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on August 1, 2024 (File No. 001-41764))
 
 
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in 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.

   
BV FINANCIAL, INC.
     
     
DATE: September 6, 2024
By:  
/s/ David M. Flair 
   
David M. Flair
   
Co-President and Chief Executive Officer