f8k_042810-0084.htm

April 29, 2010

/s/ Dennis R. Stewart

Dennis R. Stewart

Executive Vice President and

Chief Financial Officer

(Duly Authorized Representative)

0000946275-10-000270.txt : 20100429 0000946275-10-000270.hdr.sgml : 20100429 20100429103808 ACCESSION NUMBER: 0000946275-10-000270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100428 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100429 DATE AS OF CHANGE: 20100429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TF FINANCIAL CORP CENTRAL INDEX KEY: 0000921051 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742705050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24168 FILM NUMBER: 10779350 BUSINESS ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 2155794000 MAIL ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 8-K 1 f8k_042810-0084.htm FORM 8-K f8k_042810-0084.htm

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 28, 2010

TF FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Delaware	0-24168	74-2705050
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number	Identification No.)

3 Penns Trail, Newtown, Pennsylvania		18940
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:

(215) 579-4000

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
[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TF FINANCIAL CORPORATION

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 28, 2010, the Registrant’s Board of Directors amended Article III, Section 2, of the Registrant’s bylaws to decrease the size of the board by one to five members. The vacancy on the Board of Directors was caused by the resignation of Dennis L. McCartney from the Registrant’s Board of Directors, effective as of April 28, 2010. A copy of Article III, Section 2, of the Registrant’s bylaws, as amended, is filed with this Form 8-K as an exhibit.

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

The Annual Meeting of Stockholders (the “Meeting”) of the Registrant was held on April 28, 2010. There were outstanding and entitled to vote at the Meeting 2,677,603 shares of Common Stock of the Registrant. There were present at the meeting or by proxy the holders of 2,385,399 shares of Common Stock representing 89.09% of the total eligible votes to be cast. Proposal 1 was to elect one director of the Registrant. Proposal 2 was to ratify the appointment of the independent auditor for the fiscal year ending December 31, 2010. The result of the voting at the Meeting is as follows (percentages in terms of votes cast):

Proposal 1

Election of one director.

Robert N. Dusek	FOR:	1,743,075	PERCENT FOR:	87.06	%

	WITHHELD:	259,058	PERCENT WITHHELD:	12.94	%
	NON VOTES:	383,266	PERCENT:	16.06	%

Proposal 2

Ratification of the appointment of Grant Thornton, LLP as independent auditor for the Registrant for the fiscal year ending December 31, 2010:

FOR:	2,263,051	PERCENT FOR:	94.87	%

AGAINST:	120,612	PERCENT AGAINST:	5.06	%

ABSTAIN:	1,736	PERCENT ABSTAIN:	0.07	%

NONVOTES:	0	PERCENT:	0	%

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.2 – Article III, Section 2, of the Bylaws of TF Financial Corporation, as amended

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.

TF FINANCIAL CORPORATION

EX-3.2 2 ex3-2.htm BYLAWS, AS AMENDED ex3-2.htm

EXHIBIT 3.2

Article III

SECTION 2. Number, Term and Election. The board of directors shall consist of five members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected or qualified. The board of directors shall be classified in accordance with the provisions of the Corporation's Certificate of Incorporation. Directors are to be elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting of stockholders at which a quorum is present. The board of directors may increase the number of members of the board of directors but in no event shall the number of directors be increased in excess of fifteen.