0000950123-11-043906.txt : 20110503 0000950123-11-043906.hdr.sgml : 20110503 20110503165414 ACCESSION NUMBER: 0000950123-11-043906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110427 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110503 DATE AS OF CHANGE: 20110503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMMUNITY FINANCIAL CORP CENTRAL INDEX KEY: 0000707886 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 341856319 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24399 FILM NUMBER: 11806097 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 8-K 1 c16459e8vk.htm FORM 8-K Form 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): April 27, 2011
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
         
OHIO   0-024399   34-1856319
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
275 West Federal Street,
Youngstown, Ohio
   
44503-1203
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (330) 742-0500
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 

Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 27, 2011, Donald J. Varner notified United Community Financial Corp. (“UCFC”) and its wholly-owned subsidiary, The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), of his intent to retire from his positions as a director of UCFC and as a director Home Savings, effective after the close of business on April 28, 2011. The retirement of Mr. Varner does not involve any disagreements with UCFC or Home Savings on any matter relating to its operations, policies, or practices. The Board of Directors of UCFC has determined to leave the vacancy open for the time being.
(d) On April 28, 2011, the Board of Directors of UCFC elected Lee J. Burdman to serve as a director of UCFC and a director of Home Savings. Mr. Burdman has been appointed to fill the vacancy created by the retirement of Douglas M. McKay for a term expiring in 2012. Mr. Burdman has been appointed to the Audit and Compliance and Risk Management Committees of the UCFC Board of Directors and the Home Savings Board Loan Committee.
A copy of the press release issued to announce Mr. Varner’s retirement and Mr. Burdman’s appointment is attached hereto as Exhibit 99.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On April 28, 2011, UCFC held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 11, 2011, the voting record date, there were 30,951,032 UCFC common shares outstanding and entitled to vote. At the Annual Meeting, 20,862,147, or 67.40%, of the outstanding common shares entitled to vote were represented by proxy or in person.
(b) (i) Directors elected at the Annual Meeting for a three year term to expire at the 2014 Annual Meeting of Shareholders:
                         
    Number of Votes Cast:  
    For     Withheld     Broker Non-Votes  
Richard J. Buoncore
    14,615,571       917,643       5,328,933  
Richard J. Schiraldi
    14,672,346       860,868       5,328,933  
David C. Sweet
    14,274,965       1,258,249       5,328,933  
Other directors whose term of office continued after the Annual Meeting:
Eugenia C. Atkinson
Patrick W. Bevack
Lee J. Burdman
Scott N. Crewson
Scott D. Hunter
(ii) Ratification of the selection of Crowe Horwath LLP, certified public accountants, as the auditors of UCFC for the current fiscal year:
             
Number of Votes Cast:
For   Against   Broker Non-Votes   Abstain
19,926,420
  765,531   N/A   170,196
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits

 

 


 

     
Exhibit Number   Description
99
  Press Release dated May 3, 2011

 

 


 

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 thereunto duly authorized.
         
  UNITED COMMUNITY FINANCIAL CORP.
 
 
  By:   /s/ Jude J. Nohra    
    Jude J. Nohra, General Counsel & Secretary   
       
 
Date: May 3, 2011

 

 

EX-99 2 c16459exv99.htm EXHIBIT 99 Exhibit 99

Exhibit 99

Press Release:

For more information:
Colleen Scott
Vice President, Marketing
Home Savings
cscott@homesavings.com
330.742.0638

FOR IMMEDIATE RELEASE

United Community Financial Corp. and Home Savings
Announce Changes to the Board of Directors

    Donald J. Varner retires from the Board of Directors of United Community and Home Savings

    Lee J. Burdman is appointed to the Board of Directors of United Community and Home Savings to fill McKay vacancy

YOUNGSTOWN, Ohio (May 3, 2011) – United Community Financial Corp. (NASDAQ: UCFC), holding company of The Home Savings and Loan Company, announced that Donald J. Varner, who has served Home Savings and its customers for more than half a century, has retired from the Board of Directors of United Community and Home Savings, effective April 28, 2011.

United Community and Home Savings are pleased to announce that Lee J. Burdman has been appointed to the Board of Directors of both companies, also effective April 28, 2011. Mr. Burdman filled a vacancy created on both Boards following the retirement last December 31, 2010 of Douglas M. McKay.

Patrick W. Bevack, who serves as a Director and the President and CEO of United Community and Home Savings, commented that “this past Thursday, when we were notified officially by Don of his decision to retire and by regulators that Lee had been approved, the Board felt a great sense of pride and excitement. Words alone cannot express all that Don Varner has done for this Company and its employees and customers. He is a true gentleman, and we congratulate Don and his family on his retirement. We humbly express to him our sincere appreciation for the 54 years of loyal and professional service he has given to us.”

Varner, 79, first joined Home Savings in 1957. He is a practicing attorney and served as United Community’s Secretary from 1998 until his retirement in 2004 and a Senior Vice President of Home Savings from 1995 until his retirement in 2004. Prior to that time, Mr. Varner served as Home Savings’ Vice President and Corporate Counsel from 1976 to 1995. Most recently, Mr. Varner served as a director of Home Savings, a position he held since 1987.

 

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He also served as a director of United Community from 1999 to 2004 and from 2007 until his retirement last Thursday.

Bevack added, “while we are saddened by Don’s retirement, we are excited about the addition of Lee Burdman to the Board of Directors of both United Community and Home Savings. Lee’s prior experience as a director and regional director of other financial institutions and his 25 year history of owning, developing and managing commercial real estate will be invaluable to the Board. His appointment reflects the commitment the Board has made to recruit highly successful and talented Directors, and we welcome Lee as the newest member of that team.”

Burdman, 47, has been involved in the real estate business for more than 25 years. He is Co-Founder and Managing Partner of Redstone Investments, a development, management and acquisitions company focusing on shopping center development, which is headquartered in Youngstown, Ohio, and has an office in Tampa, Florida. He also has served on various Boards of Directors, including Huntington National Bank’s Mahoning Valley Regional Board, the Sky Bank Regional Board, the Board of Directors of Mahoning National Bank, the Youngstown State University Foundation, the Jewish Community Center and several others. He also sits on the Boards of the Cardinal Commerce Corporation and SIMCO Management Corporation.

A graduate of the University of Michigan with a Bachelor of Arts in Economics, Burdman earned his MBA from the Fuqua School of Business at Duke University. He currently resides in Girard, Ohio.

A wholly-owned subsidiary of United Community Financial Corp., Home Savings operates 38 full-service banking offices and seven loan production offices located throughout Ohio and western Pennsylvania. Additional information on UCFC and Home Savings may be found at www.ucfconline.com.

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When used in this press release, the words or phrases “believes,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company’s market area, and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

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