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 20, 2020

 

THE COMMUNITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland 001-36094 52-1652138
(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

3035 Leonardtown Road, Waldorf, Maryland 20601

(Address of principal executive offices) (Zip Code)

 

(301) 645-5601

(Registrant’s telephone number, including area code)

 

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))

 

Securities 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, par value $0.01 per share TCFC The NASDAQ Stock Market LLC

 

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 5.07Submission of Matters to a Vote of Security Holders

 

(a) The annual meeting of stockholders of The Community Financial Corporation (the “Company”) was held on May 20, 2020.

 

(b) The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:

 

1.       The below individuals were elected as directors, each for a three-year term, by the following vote:

 

Name  Shares
Voted For
  Votes Withheld  Broker Non-Votes
Kimberly Briscoe-Tonic   3,624,954    42,451    884,856 
M. Arshed Javaid   3,636,522    30,883    884,856 
Rebecca M. McDonald   3,188,237    479,168    884,856 
Kathryn M. Zabriskie   3,616,442    50,963    884,856 

 

2.       The appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the stockholders by the following vote:

 

Shares
Voted For
  Shares
Voted Against
  Abstentions
 4,546,938    664    4,659 

 

3.       An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved by the stockholders by the following vote:

 

Shares
Voted For
  Shares
Voted Against
  Abstentions
 3,454,734    169,428    43,243 

 

There were 884,856 broker non-votes on this proposal.

 

 

 

 

 

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.

 

 

  THE COMMUNITY FINANCIAL CORPORATION
  (Registrant)  
       
Date: May 27, 2020 By: /s/ William J. Pasenelli  
    William J. Pasenelli  
    President and Chief Executive Officer