Attached files
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| EX-3.2 - EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF STANDARD AVB FINANCIAL CORP. - Standard AVB Financial Corp. | ex_3-2.htm |
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): February 25, 2020
STANDARD AVB FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-34893
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27-3100949
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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2640 Monroeville Boulevard, Monroeville, Pennsylvania
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15146
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (412) 856-0363
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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STND
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The NASDAQ Stock Market LLC
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01 Other Events
On February 25, 2020 the Board of Directors of Standard AVB Financial Corp. (the “Company”) amended and restated the Company’s Amended and
Restated Bylaws, effective as of February 25, 2020. Article II, Section 13 of the Amended and Restated Bylaws was amended to provide that a director of the Company who reaches age 77 may not be nominated or elected to the Board of Directors for an
additional term and must retire from the Board effective as of the date of the annual meeting of the Company’s stockholders immediately following the date on which the director turns 77. Previously, the age used for this provision was 75.
A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits.
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Exhibit No. Description
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Amended and Restated Bylaws of Standard AVB Financial Corp.
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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.
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STANDARD AVB FINANCIAL CORP.
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DATE: February 26, 2020
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By:
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/s/ Timothy K. Zimmerman
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Timothy K. Zimmerman
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Chief Executive Officer
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