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 26, 2012
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
| 15W060 North Frontage Road, Burr Ridge, Illinois | 60527 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (630) 242-7700
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Annual Meeting Voting Results. The following are the results of the stockholder votes that were cast at the Company’s Annual Meeting of Stockholders on June 26, 2012:
Proposal No. 1: The election of the following nominees as directors of the Company: Cassandra J. Francis, Thomas F. O’Neill and Terry R. Wells, to hold office until the 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualify.
| Nominee |
Number of Votes Cast For |
Number of
Votes Withheld |
Broker Non-Votes | |||||||||
| Cassandra J. Francis |
15,176,951 | 732,275 | 3,726,254 | |||||||||
| Thomas F. O’Neill |
15,357,725 | 551,500 | 3,726,254 | |||||||||
| Terry R. Wells |
15,117,420 | 791,806 | 3,726,254 | |||||||||
Proposal No. 2: Ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
| Number of votes cast For Proposal |
19,448,510 | |||
| Number of votes cast Against Proposal |
151,113 | |||
| Number of Abstentions |
35,856 | |||
| Broker Non-Votes |
— |
Proposal No. 3: The approval of an advisory, non-binding resolution to approve our executive compensation.
| Number of votes cast For the non-binding resolution |
14,268,509 | |||
| Number of votes cast Against the non-binding resolution |
1,541,602 | |||
| Number of Abstentions |
99,114 | |||
| Broker Non-Votes |
3,726,254 |
| Item 9.01. | Financial Statements and Exhibits. |
None
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.
BANKFINANCIAL CORPORATION
(Registrant)
Date: June 27, 2012
| /s/ F. MORGAN GASIOR |
| F. Morgan Gasior |
| Chairman of the Board, Chief Executive Officer and President |