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) August 12, 2013

MADISON BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-54081	27-2585073
(State or other jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

 8615 Ridgely’s Choice Dr., Suite 111, Baltimore, Maryland 21236

(Address of principal executive offices, including zip code)

(410) 529-7400

(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:

[ ] 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 2.02 Results of Operations and Financial Condition

On August 13, 2013, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months ended June 30, 2013. For more information, reference is made to the Company’s press release dated August 13, 2013, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Madison Bancorp, Inc. (the “Company”) was held on August 12, 2013. The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:

1. The following individuals were elected as directors of the Company, to serve for three-year terms or until their successors are elected and qualified, by the following vote:

			BROKER NON-
	FOR	WITHHELD	VOTES
Jaynee S. Agnone	346,175	3,069	187,095
Clare L. Glenn	341,848	7,396	187,095
David F. Wallace	346,275	2,969	187,095

2. The appointment of Rowles & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014 was ratified by the stockholders by the following vote:

			BROKER NON-
FOR	AGAINST	ABSTAIN	VOTES
531,570	125	4,644	-0-

3. The compensation of the named executive officers as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative in the proxy statement was approved by the stockholders by the following vote:

			BROKER NON-
FOR	AGAINST	ABSTAIN	VOTES
338,875	8,119	2,250	187,095

4. The frequency of the advisory vote on the compensation of the Company’s named executive officers was approved by the stockholders to be held every two years by the following vote:

				BROKER NON-
ONE YEAR	TWO YEARS	THREE YEARS	ABSTAIN	VOTES
79,930	222,479	44,335	2,500	187,095

The Company’s Board of Directors determined that an advisory vote on the approval of the compensation of the Company’s named executive officers will be included every two years in the Company’s proxy materials.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

The following exhibit is furnished herewith:

                                Number          Description

99.1                 Press Release dated August 13, 2013

SIGNATURE

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 thereunto duly authorized.

	MADISON BANCORP, INC.
Date:  August 14, 2013                                               By:	/s/ Michael P. Gavin
	Michael P. Gavin
	President and Chief Executive Officer

EX-99

Exhibit 99.1

Madison Bancorp, Inc. Reports Results

for the Quarter Ended June 30, 2013

For More Information Contact

Michael P. Gavin

(410) 529-7400

Madison Bancorp, Inc.

Madison Bancorp, Inc. (the Company) (OTCBB: MDSN), the holding company for Madison Square Federal Savings Bank, reported a profit of $15,000 or $0.03 per basic and diluted common share for the three months ended June 30, 2013 as compared to a profit of $70,000 or $0.12 per basic and diluted common share for the three months ended June 30, 2012.

Balance Sheet

Total assets increased $133,000, or 0.1%, from $149.9 million at March 31, 2013, to $150.0 million at June 30, 2013 primarily due to an $884,000, or 1.1%, increase in net loans receivable, offset by an $893,000, or 1.6%, decrease in investment securities available for sale.

Total deposits decreased by $1.0 million, or 0.8%, to $133.6 million at June 30, 2013 from $134.7 million at March 31, 2013. This was primarily due to a decrease in our higher cost certificates of deposit, partially offset by increases in NOW and money market deposit accounts and noninterest-bearing deposits.

Income Statement

Net income was $15,000 for the three months ended June 30, 2013, compared to $70,000 for the three months ended June 30, 2012. The decrease in net income for the current quarter was primarily the result of a decrease in interest revenue resulting from a reduction in interest and fees on loans and a decrease in noninterest revenue resulting from a reduction in gains on the sale of investment securities. These decreases to income were partially offset by decreases to both interest and noninterest expenses.

Net interest income after provision for loan losses, which excludes noninterest revenue and expense items, was $859,000 for the three months ended June 30, 2013, compared to $839,000 for the three months ended June 30, 2012. The increase of $20,000, or 2.4%, in net interest income after provision for the current quarter was primarily the result of decreases in interest expense and provision for loan losses, partially offset by decreases in interest revenue on loans, including fees, and investment securities available-for-sale.

President and Chief Executive Officer Michael P. Gavin commented, “While we are pleased with our continued profitability, we remain practical and must consider the many challenges still facing the banking industry as a whole. These challenges include a struggling economy, the continuation of historically low interest rates and a weak housing market coupled with the added challenges of navigating regulatory headwinds. We will, however, continue to make efforts to enhance our performance by relying on our established areas of expertise: focusing on asset quality, managing our expenses and providing quality banking services to our customers.”

Madison Square Federal Savings Bank operates four full service branch offices located in Perry Hall, Fallston, Bel Air and Baltimore City, Maryland.

This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to real estate values, market conditions, the impact of interest rates on financing, local and national economic factors and the matters described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012. Accordingly, actual results may differ from those expressed in the forward-looking statements.

 

Madison Bancorp, Inc. Consolidated Statements of Financial Condition
	June 30,		March 31,
	2013		2013
	(Unaudited)		(Audited)
Assets
Cash and cash equivalents	$	4,909,629	$	4,813,136
Certificates of depoisit		501,932		499,862
Investment securities, available for sale		55,388,699		56,282,175
Loans receivable, net		84,424,380		83,540,352
Foreclosed real estate		0		55,000
Premises and equipment, net		3,491,430		3,538,379
Other assets		1,318,465		1,172,942
Total assets	$	150,034,535	$	149,901,846
Liabilities and Shareholders' Equity
Deposits	$	133,631,756	$	134,655,798
Other liabilities		2,846,089		985,960
Total liabilities		136,477,845		135,641,758
Total shareholders' equity		13,556,690		14,260,088
Total liabilities & shareholders' equity	$	150,034,535	$	149,901,846
Consolidated Statements of Operations
	For The Three Months Ended
	June 30,		June 30,
	2013		2012
	(Unaudited)		(Unaudited)
Interest revenue	$	1,192,134	$	1,381,914
Interest expense		313,070		438,963
Net interest income		879,064		942,951
Provision for loan losses		20,000		104,000
Net interest income after provision for loan losses		859,064		838,951
Noninterest revenue		41,413		147,691
Noninterest expense		885,892		916,297
Income before tax expense		14,585		70,345
Income tax expense		0		0
Net income available to common shareholders	$	14,585	$	70,345
Earnings per common share - basic	$	0.03	$	0.12
Earnings per common share - diluted	$	0.03	$	0.12