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重大事件 即時報告 8-K 2026-06-23

董事選舉結果:三位提名人均順利當選,任期至2029年股東年會。投票情況如下:

於 SEC 網站開啟原文

AI 繁中摘要

Broadway Financial Corporation(股票代碼:BYFC)於2026年6月17日舉行股東年會,並於6月23日向SEC提交8-K表格,報告投票結果及相關披露。 📌 **董事選舉結果**:三位提名人均順利當選,任期至2029年股東年會。投票情況如下: - Brian E. Argrett:贊成2,599,102票, withheld 84,212票,經紀人未投票1,010,675票 - Mary Ann Donovan:贊成2,244,672票, withheld 438,642票 - Mary M. Hentges:贊成2,595,986票, withheld 87,328票 📌 **批准核數師**:股東以諮詢(非約束性)方式通過委任Crowe LLP為2026財政年度獨立註冊會計師事務所,贊成3,551,552票,反對132,899票,棄權9,538票。 📌 **高管薪酬諮詢投票**(Say-on-Pay):獲股東支持,贊成2,508,990票,反對164,287票,棄權10,037票,經紀人未投票1,010,675票。 📌 **未來薪酬投票頻率**:股東選擇「每年一次」獲最多支持(2,654,844票),公司決定今後每年舉行高管薪酬諮詢投票。 此外,公司根據Regulation FD披露,已將2026年股東年會簡報(Exhibit 99.1)上載至投資者關係網頁。該簡報僅供參考,不視為提交給SEC的「存檔」文件。 整體而言,本次年會所有管理層提案均獲股東支持,反映公司治理透明度及投資者信心。董事會及高管團隊維持穩定,有助於公司繼續專注業務發展。
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false0001001171NASDAQ00010011712026-06-172026-06-17

 

 
 
 
 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): June 17, 2026

 

 

 BROADWAY FINANCIAL CORPORATION

 

 (Exact name of registrant as specified in its charter)

 

 

 

 

 
 Delaware

 

 

 
 001-39043

 

 

 
 95-4547287

 

 

 

 

 
 (State or other jurisdiction of incorporation)

 

 
 (Commission File Number)

 

 
 (IRS Employer Identification No.)

 

 

 

 
 

 

 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA

 

 

 90010

 

 

 

 (Address of principal executive offices)

 

 

 (Zip Code)

 

 

 

 Registrant’s telephone number, including area code: (323) 634-1700

 

 

 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
 (see General Instruction A.2. below):

 

 

 

 

 

 

 ☐

 

 
 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))

 

 

 

 

 Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 
 Title of each class

 

  

 
 Trading symbol(s)

 

  

 
 Name of each exchange on which

 registered

 

 

 

 
 Class A Common Stock, par value $0.01 per share
 (including attached preferred stock purchase rights)

 

  

 
 BYFC

 

 

  

 
 Nasdaq Capital Market

 

 

 

 

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

 
 Emerging growth company ☐

 

 

 
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 

 

 

 
 
 

 

 

 

 Item 5.07

 
 Submission of Matters to a Vote of Security Holders

 

 

 

 

 
 

 

 
 (a)

 

 
 
 The Broadway Financial Corporation (the “Company”) Annual Meeting of Stockholders was held on June 17, 2026.  Proxies for
 the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and there was no solicitation in opposition to the Company's Board of Directors
 solicitations.

 

 

 

 

 

 

 
 

 

 
 (b)

 

 
 Stockholders voted on the matters set forth below:

 

 

 

 

 

 
 

 

 
 1.

 

 
 The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and
 Exchange Commission on April 30, 2026 were elected to serve until the Annual Meeting of Stockholders to be held in the year 2029 or until their respective successors are duly elected and qualified, based on the following vote:

 

 

 

 
 

 

 

 

 

 
 Nominee

 

 
 Votes For

 

 
 Votes Withheld

 

 
 Broker Non-Votes

 

 

 

  

  

  

  

 

 

 
 Brian E. Argrett

 

 
 2,599,102

 

 
 84,212

 

 
 1,010,675

 

 

 

 
 Mary Ann Donovan

 

 
 2,244,672

 

 
 438,642

 

 
 1,010,675

 

 

 

 
 Mary M. Hentges

 

 
 2,595,986

 

 
 87,328

 

 
 1,010,675

 

 

 
 

 

 

 

 
 2.

 

 
 The proposal to ratify on an advisory (non-binding) basis the appointment of Crowe LLP as the independent registered public accounting firm for the
 Company for its fiscal year ending December 31, 2026 was approved based upon the following votes:

 

 

 

 
 

 

 

 

 

 
 Votes for approval

 

 
 3,551,552

 

 

 

 
 Votes against

 

 
 132,899

 

 

 

 
 Abstentions

 

 
 9,538

 

 

 
 

 

 

 

 
 3.

 

 
 The proposal to approve the Company’s executive compensation on an advisory (non-binding) basis was approved based upon the following votes:

 

 

 

 

 

 

 

 
 Votes for approval

 

 
 2,508,990

 

 

 

 
 Votes against

 

 
 164,287

 

 

 

 
 Abstentions

 

 
 10,037

 

 

 

 
 Broker Non-Votes

 

 
 1,010,675

 

 

 

 

 

 

 
 4.

 

 
 
 Our stockholders selected on an advisory (non-binding) basis the frequency of future advisory votes to approve the Company’s executive
 compensation as set forth in the table below:

 

 

 

 

 

 

 

 
 Votes for 1 Year

 

 
 2,654,844

 

 

 

 
 Votes for 2 Years

 

 
 7,272

 

 

 

 
 Votes for 3 Years

 

 
 19,527

 

 

 

 
 Abstentions

 

 
 1,671

 

 

 

 Broker Non-Votes

 

 1,010,675

 

 

 

 

 
 
 The Company has decided, consistent with the majority of the votes cast at the Annual Meeting of Stockholders, that future advisory
 votes to approve the Company’s executive compensation be held annually.

 

 

 

 

 
 
 

 

 

 

 Item 7.01

 
 Regulation FD Disclosure

 

 

 

 

 
 
 
 Attached as Exhibit 99.1 to this report is the presentation for the Company’s Annual Meeting of
 Stockholders held on June 17, 2026, which is posted as a presentation in the “Investor Relations” page of its website, www.cityfirstbank.com.  The information contained in this Current Report on Form 8-K that is furnished as Exhibit 99.1 is incorporated herein solely for purposes of this Item 7.01 disclosure. Such
 presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as
 amended, or the Exchange Act regardless of any general incorporation language in such filing.

 

 

 

 

 

 

 

 Item 9.01

 
 Financial Statements and Exhibits.

 

 

 

 

 
 

 

 (d)

 Exhibits

 

 

 

 

 

 

 

 

 99.1

 
 Presentation dated June 17, 2026

 

 

 

 

 

 

 

 

 

 104

 
 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

 

 

 

 
 
 

 

 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.

 

 

 

 

  

 
 BROADWAY FINANCIAL CORPORATION

 

 

 

  

  

  

 

 

 
 Date: June 23, 2026

 

 
 By:

 

 
 /s/ Zack Ibrahim

 

 

 

  

  

 
 Zack Ibrahim

 

 

 

  

  

 
 Executive Vice President and

 

 

 

  

  

 
 Chief Financial Officer