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 July 27, 2010

PVF Capital Corp.

(Exact name of registrant as specified in its charter)

Ohio	0-24948	34-1659805
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer Identification No.)

30000 Aurora Road, Solon, Ohio	44139
(Address of principal executive offices)	(Zip Code)

(440) 248-7171

(Registrant’s telephone number, including area code)

(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 27, 2010, the Board of Directors (the “Board”) of PVF Capital Corp. (the “Company”) increased the size of the Board to thirteen members and appointed Frederick D. DiSanto as a member of the Board to serve a term expiring at the 2010 Annual Meeting of Shareholders or upon his successor being elected and qualified. Mr. DiSanto will begin serving as a director effective as of July 27, 2010. At the present time, it is expected that Mr. DiSanto will serve on the Audit Committee of the Board.

In conjunction with the appointment of Mr. DiSanto, the Board also accepted the resignations of directors Robert K. Healey, Ronald D. Holman, II, Stanley T. Jaros, John R. Male, and Raymond J. Negrelli, effective July 28, 2010. With the appointment of Mr. DiSanto and the resignations of Messrs. Healey, Holman, Jaros, Male and Negrelli, the Board anticipates reducing the size of the Board from thirteen to eight members, subject to the receipt of any required regulatory approvals.

A press release announcing the appointment of Mr. DiSanto and the resignations of Messrs. Healey, Holman, Jaros, Male and Negrelli is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On July 27, 2010, the Board approved an amendment to Section 2 of Article I of the Company’s Bylaws to increase the membership of the Board from 12 members to 13 members. For more information, reference is made to the text of the amendment, a copy of which is attached as Exhibit 3.2 hereto and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
3.2	Amendment to Bylaws of PVF Capital Corp.
99.1	Press Release, dated August 2, 2010.

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.

	PVF CAPITAL CORP.
By:	/s/ Jeffrey N. Male
	Jeffrey N. Male
	Vice President and Secretary

Date: August 2, 2010

EX-3.2

Exhibit 3.2

AMENDMENT TO THE BYLAWS OF PVF CAPITAL CORP.

Section 2 of Article I of the PVF Capital Corp.’s Bylaws is amended to read in its entirety as follows:

SECTION 2. Number and Term. The board of directors shall consist of 13 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 and qualified. One class shall be elected by ballot annually.

EX-99.1

Exhibit 99.1

INFORMATION	PVF Capital Corp.
	30000 Aurora Road
FOR IMMEDIATE RELEASE	Solon, OH 44139
	For Further Information Call
	Robert J. King, Jr.
	440.248.7171
	robert.king@pvfsb.com

PVF CAPITAL CORP. ANNOUNCES TRANSITION OF BOARDS OF DIRECTORS

AND APPOINTMENT OF NEW DIRECTOR

SOLON, OH – August 2, 2010 — PVF Capital Corp. (Nasdaq: PVFC) (the “Company”) today announced the restructuring of the Company’s board of directors and of the board of directors of its wholly owned subsidiary, Park View Federal Savings Bank (the “Bank”). At regularly scheduled meetings of the boards last week, the directors unanimously agreed to amend the Company’s bylaws and temporarily expand the size of the Company’s board from twelve to thirteen members to accommodate the appointment of Frederick D. DiSanto to the boards of directors of the Company and the Bank. In addition, the Company’s board also accepted the resignations of directors Robert K. Healey, Ronald D. Holman, II, Stanley T. Jaros, John R. Male, and Raymond J. Negrelli, effective July 28, 2010. With the appointment of Mr. DiSanto and the resignations of Messrs. Healey, Holman, Jaros, Male and Negrelli, the Company anticipates that the Company and Bank boards will be reduced in size from thirteen to eight members, subject to the receipt of any required regulatory approvals. The planned transition in directorships comes as part of the operational and financial restructuring of the Company that included the recently completed rights offering and offering of shares to a standby investor that raised gross proceeds of $30.0 million before expenses.

“We have reached a natural transition point for reduction in the size of the boards,” said Mark D. Grossi, chairman of the boards of the Company and the Bank. Mr. Grossi thanked the departing board members for their insight and commitment in helping to stabilize and transition the Company and the Bank following the retirements of former chairman and chief executive officer John R. Male and president and chief operating officer C. Keith Swaney, throughout the search for new management, and the directors’ assistance with the rights offering.

Mr. Grossi added, “Over the past year, the board has put in place a new president and chief executive officer and a new executive management team with the leadership and experience to restructure and reposition the Company to achieve new levels of success. I am delighted to welcome Fred DiSanto to our boards. His investment career spans more than 25 years and he has a strong background in banking. I believe we have the right team in place to maintain profitability, develop long-term strategies, and successfully move the Company forward.”

Mr. DiSanto has served as chief executive officer of Ancora Advisors since January 2006. He was the former president and chief operating officer of Maxus Investment Group from 1998 until December of 2000 and was responsible for the marketing, sales, financial and general operations. Prior to that he was managing partner at Gelfand Partners Asset Management from 1991 until its merger with Maxus Investment Group in 1997. Mr. DiSanto began his investment career in 1985 with McDonald Investments in Institutional Equity Sales. After Maxus was sold to Fifth Third Bank in January of 2001, Mr. DiSanto took on the role as executive vice president and manger of the Fifth Third Bank’s Investment Advisors Division overseeing investment management, private banking, trust and banking services.

“Fred will provide a unique and valuable perspective to both boards. He will contribute greatly to the evolution of Park View Federal into the financial institution of choice for Northeast Ohio,” said Robert J. King, Jr., president and CEO of the Company and the Bank.

PVF Capital Corp. is the holding company for Park View Federal Savings Bank, headquartered in Solon, Ohio, serving the Greater Cleveland area with 17 full-service branch offices. Additional information on the Company may be found at www.myparkview.com.

This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation 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 expectation regarding important risk factors including, but not limited to, real estate values and the impact of interest rates on financing. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved.

PVF Capital Corp.’s common stock trades on the NASDAQ Capital Market under the symbol PVFC.

# # #