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): June 25, 2021
1895 BANCORP OF WISCONSIN, INC.
(Exact Name of Registrant as Specified in Charter)
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Federal
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001-38778
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83-3078306
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(State or Other Jurisdiction
of Incorporation) |
(Commission File No.)
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(I.R.S. Employer
Identification No.) |
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7001 West Edgerton Avenue, Greenfield, Wisconsin
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53220
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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: (414) 421-8200
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 (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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Securities 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, par value $0.01 per share
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BCOW
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The NASDAQ Stock Market, LLC
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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 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2021, 1895 Bancorp of Wisconsin, Inc., a federal corporation, (“Old 1895 Bancorp of Wisconsin”) held a Special Meeting of
Stockholders (the “Special Meeting”) at which meeting the stockholders of Old 1895 Bancorp of Wisconsin approved the mutual to stock conversion of 1895 Bancorp of Wisconsin, MHC (the “MHC”) as well voting on other matters as set forth below. The
final vote results on each matter submitted to a vote of stockholders are as follows:
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1.
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Proposal to approve a Plan of Conversion and Reorganization, whereby 1895 Bancorp of Wisconsin, MHC will convert and reorganize from the mutual
holding company structure to the stock holding company structure (the “Conversion”):
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Including Votes Cast by 1895 Bancorp of
Wisconsin, MHC:
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For
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Against
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Abstain
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Broker Non-Votes
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3,977,575
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10,002
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7,979
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0
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Excluding Votes Cast by 1895 Bancorp of
Wisconsin, MHC:
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For
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Against
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Abstain
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Broker Non-Votes
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1,295,403
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10,002
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7,979
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0
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2.
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Proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient proxies at the
time of the Special Meeting to approve the Plan of Conversion and Reorganization:
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For
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Against
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Abstain
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Broker Non-Votes
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3,945,474
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26,741
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23,341
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0
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3.
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Informational proposal to approve a provision in the Articles of Incorporation of 1895 Bancorp of Wisconsin, Inc., a Maryland corporation (“New 1895
Bancorp of Wisconsin”) requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation:
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For
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Against
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Abstain
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Broker Non-Votes
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3,729,057
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251,920
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14,579
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0
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4.
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Informational proposal to approve a provision in the Articles of Incorporation of New 1895 Bancorp of Wisconsin requiring a super-majority vote of
stockholders to approve stockholder-proposed amendments to the Bylaws of New 1895 Bancorp of Wisconsin:
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For
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Against
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Abstain
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Broker Non-Votes
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3,729,957
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250,920
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14,679
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0
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5.
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Informational proposal to approve a provision in the Articles of Incorporation of New 1895 Bancorp of Wisconsin to limit the voting rights of
shares beneficially owned in excess of 10% of the outstanding voting stock of New 1895 Bancorp of Wisconsin:
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For
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Against
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Abstain
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Broker Non-Votes
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3,706,627
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253,550
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35,379
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0
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| Item 8.01. |
Other Events.
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On June 25, 2021, the members of 1895 Bancorp of Wisconsin, MHC, the mutual holding company parent of Old 1895 Bancorp of Wisconsin,
approved the Plan of Conversion and Reorganization.
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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1895 BANCORP OF WISCONSIN, INC.
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DATE: June 28, 2021
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By:
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/s/ Richard B. Hurd
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Richard B. Hurd
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Chief Executive Officer
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