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): August 19, 2020

HV BANCORP, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (267) 280-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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 Instructions A.2. below):

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. ☐ 

(d) On August 19, 2020, the Board of Directors of HV Bancorp, Inc. (“the Company”) voted unanimously to elect Michael L. Hammer as director of the Company to serve until the 2021 annual meeting of shareholders and until his successor is duly elected and qualified. Mr. Hammer was recommended to the Board of Directors by Lawrence Seidman, who controls approximately 9.4% of HV Bancorp’s stock through Mr. Seidman’s various affiliated entities. Mr. Hammer is currently the Portfolio Manager and Chief Compliance Officer of Veteri Place Corporation, which is an affiliate of Mr. Seidman’s since February 2008 and March 2014, respectively. In addition, Mr. Hammer has been a Portfolio Manager with Seidman and Associates, LLC which is a hedge fund operated by Veteri Place Corporation since February 2008. Mr. Hammer was also appointed to the Board of Directors of Huntingdon Valley Bank (“the Bank”). The Board of the Company has not determined to which committees of the Board that Mr. Hammer may be appointed at this time.

Mr. Hammer has extensive business knowledge valuable to the Bank. Mr. Hammer served on the Board of Directors of SBT Bancorp, Inc. and its banking subsidiary Simsbury Bank from January 2018 to October 2019 as well as was a member of the Advisory Board of Union Center National Bank from 2009 to 2014. In addition to his positions of Portfolio Manager and Chief Compliance Officer of Veteri Place Corporation, Mr. Hammer has been an independent registered representative of Western International Securities, Inc., a national financial advisory firm serving institutional and individual clients since December 2018.

Other than as described above and those fees and benefits available to all nonemployee directors of the Corporation and Bank, Mr. Hammer was not appointed to his position pursuant to any arrangement or understanding with any other person, and he has no reportable transactions under Item 404(a) of Regulation S-K.

(a) On August 19, 2020, the Board of Directors of the Company adopted an amendment to Section 3.13 of the Company’s Bylaws.

As amended, Section 3.13 provides as part of the qualifications for a Director of the Company, his or her principal residence shall be maintained within seventy (75) miles of a branch office maintained by the Company or any subsidiary thereof, for a period of at least one year prior to the date of his or her purported nomination, election or appointment to the Board of Directors.

Section 3.13 had previously provided as part of the qualifications for a Director of the Company, his or her principal residence shall be maintained within fifty (50) miles of a branch office maintained by the Company or any subsidiary thereof, for a period of at least one year prior to the date of his or her purported nomination, election or appointment to the Board of Directors.

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 thereunto duly authorized.