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BYFC > SEC Filings for BYFC > Form 8-K on 29-Nov-2013All Recent SEC Filings

Show all filings for BROADWAY FINANCIAL CORP \DE\ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BROADWAY FINANCIAL CORP \DE\


29-Nov-2013

Submission of Matters to a Vote of Security Holders, Other Events, F


Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Broadway Financial Corporation (the "Company") (NASDAQ Capital Market: BYFC), parent company of Broadway Federal Bank, f.s.b. (the "Bank"), was held on November 27, 2013 for the following purposes:

(1) To elect two directors to serve until the Annual Meeting to be held in the year 2016 and until their successors are elected and have been qualified.

At the meeting, the stockholders re-elected Mr. Robert Davidson and Mr. Javier Leon to serve as directors for three-year terms. The number of votes cast with respect to each of the directors was as follows:

                         For       Against   Abstain
Mr. Robert Davidson   17,899,664         -    70,986
Mr. Javier Leon       17,640,570   109,772   220,308

There were approximately 457,659 broker non-votes received with respect to this item.

(2) To ratify the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013.

At the meeting, the stockholders ratified the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for 2013 with 18,941,536 shares voting "for", 6,084 shares voting "against" and 7,282 shares abstaining. There were no broker non-votes received with respect to this item.

(3) To cast an advisory (non-binding) vote on the Company's executive compensation.

At the meeting, the stockholders approved the Company's executive compensation with 17,593,734 shares voting "for", 303,427 shares voting "against" and 73,489 shares abstaining. There were approximately 457,659 broker non-votes received with respect to this item.

(4) To amend the Company's Certificate of Incorporation to increase the Company's number of authorized shares of common stock from 8,000,000 to 50,000,000.

At the meeting, the holders of Common Stock, voting separately as a single class, approved the resolution to amend the Company's Certificate of Incorporation to increase the Company's number of authorized shares of common stock from 8,000,000 to 50,000,000 with 5,442,090 shares voting "for", 206,246 shares voting "against" and 7,566 shares abstaining. There were no broker non-votes received with respect to this item.

At the meeting, the holders of Voting Shares, consisting of shares of Common Stock and shares of Series F Common Stock Equivalents, voting together as a single class, approved the resolution to amend the Company's Certificate of Incorporation to increase the Company's number of authorized shares of common stock from 8,000,000 to 50,000,000 with 18,741,090 Voting Shares voting "for", 206,246 Voting Shares voting "against" and 7,566 Voting Shares abstaining. There were no broker non-votes received with respect to this item.

(5) To adopt an amendment to the Company's Certificate of Incorporation authorizing the Company to issue up to 5,000,000 shares of a new class of non-voting common stock.

At the meeting, the stockholders approved the resolution to amend the Company's Certificate of Incorporation authorizing the Company to issue up to 5,000,000 shares of a new class of non-voting common stock with 18,332,927 shares voting "for", 156,252 shares voting "against" and


8,064 shares abstaining. There were approximately 457,659 broker non-votes received with respect to this item.

(6) To approve amendments to the Company's 2008 Long-Term Incentive Plan (the "LTIP"), including an increase in the number of shares of Common Stock that are reserved for future issuance pursuant to the LTIP to 2,000,000 shares.

At the meeting, the stockholders approved the amendments to the LTIP, including an increase in the number of shares of Common Stock that are reserved for future issuance pursuant to the LTIP to 2,000,000 shares with 17,716,291 shares voting "for", 236,229 shares voting "against" and 18,130 shares abstaining. There were approximately 457,659 broker non-votes received with respect to this item.



Item 8.01 Other Events.

On November 29, 2013, the Company issued a press release announcing that the Company's stockholders approved all of the proposals presented at the Annual Meeting on November 27, including the proposals to amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock to 50,000,000 shares and authorize the Company to issue up to 5,000,000 shares of a new class of non-voting Common Stock. As a result, on December 2, 2013 the Company's 13,299 outstanding shares of Series F Common Stock Equivalents will automatically convert into 13,299,000 shares of Common Stock and its 6,982 shares of Series G Non-Voting Preferred Stock will automatically convert into 698,200 shares of non-voting Common Stock. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated November 29, 2013


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