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): May 22, 2013 (May 16, 2013)
CENTRAL FEDERAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
0-25045 |
34-187713 |
|
(State or Other Jurisdiction of |
(Commission |
(IRS Employer |
|
Incorporation) |
File Number) |
Identification Number) |
|
2923 Smith Road, Fairlawn, Ohio |
44333 |
(330) 666-7979 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
(Registrant’s Telephone Number) |
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 (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))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 16, 2013, the purpose of which was to consider and vote upon the individual matters as described below. The results of the voting were as follows:
1. A vote was taken on the election of three directors for three-year terms expiring in 2016. Results of the voting were as follows:
|
Nominee |
|
For |
|
Votes Withheld |
|
Broker Non-votes |
|
|
|
|
|
|
|
|
|
Thomas P. Ash |
|
7,593,984 |
|
29,152 |
|
6,037,584 |
|
James H. Frauenberg II |
|
7,596,217 |
|
26,919 |
|
6,037,584 |
|
Donal Malenick |
|
7,571,015 |
|
52,121 |
|
6,037,584 |
2. The approval of a non-binding advisory vote on the compensation of executives as disclosed in the proxy statement.
|
|
|
|
|
|
|
Broker |
|
For |
|
Against |
|
Abstain |
|
Non-votes |
|
|
|
|
|
|
|
|
| 7,098,354 |
|
477,209 |
|
47,573 |
|
6,037,584 |
3. Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
|
Every 1 Year |
|
Every 2 Years |
|
Every 3 Years |
|
Abstain |
|
Broker Non-votes |
|
|
|
|
|
|
|
|
|
|
|
6,847,016 |
|
247,896 |
|
78,263 |
|
449,961 |
|
6,037,584 |
4. Approval of the First Amendment to the Central Federal Corporation 2009 Equity Compensation Plan to increase the number of shares of common stock reserved for awards thereunder to 1,500,000.
|
|
|
|
|
|
|
Broker |
|
For |
|
Against |
|
Abstain |
|
Non-votes |
|
|
|
|
|
|
|
|
|
6,883,872 |
|
713,697 |
|
25,567 |
|
6,037,584 |
5. Ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013:
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
| 13,623,348 |
|
22,905 |
|
14,467 |
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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.
Central Federal Corporation
Date: May 22, 2013By: /s/ John W. Helmsdoerfer
John W. Helmsdoerfer, CPA
Chief Financial Officer
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