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): May 19, 2020
STANDARD AVB FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-34893 | 27-3100949 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 2640 Monroeville Boulevard, Monroeville, Pennsylvania | 15146 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value | STND | The NASDAQ Stock Market LLC |
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)) |
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 |
On May 19, 2020, the 2020 Annual Meeting of Shareholders of Standard AVB Financial Corp. (the “Company”) was duly held at 9:00 a.m., Eastern Time (the “2020 Annual Meeting”). The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement dated April 14, 2020.
All proposals were approved and the final results of the shareholder votes are shown below. There was no other business transacted at the 2020 Annual Meeting.
Proposal 1 – Election of Directors
The shareholders elected each nominee to serve as a director for a term of three years.
| For | Withheld | Broker-Non Votes | |
| William T. Ferri | 2,869,176 | 469,260 | 794,914 |
| Paul A. Iurlano | 2,914,196 | 424,240 | 794,914 |
| Jennifer H. Lunden | 2,894,861 | 443,575 | 794,914 |
| Gregory J. Saxon | 2,917,825 | 420,611 | 794,914 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders approved the ratification of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for fiscal year 2020.
| For | Against | Abstain |
| 4,044,708 | 74,842 | 13,800 |
Proposal 3 – Non-Binding Proposal to Give Advisory Approval of the Company’s Executive Compensation
The shareholders approved a non-binding proposal to give advisory
approval of the Company’s executive compensation as described in the proxy statement.
| For | Against | Abstain |
| 2,774,061 | 367,715 | 196,660 |
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.
|
STANDARD AVB FINANCIAL CORP.
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| DATE: May 20, 2020 | By: | /s/ Timothy K. Zimmerman | |
| Timothy K. Zimmerman | |||
| Chief Executive Officer |