Form 8-K - Current report

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): July 17, 2024

BROADWAY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-39043	95-4547287
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4601 Wilshire Boulevard, Suite 150, Los Angeles, CA		90010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (323) 634-1700

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))

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)		BYFC		Nasdaq Capital Market

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.

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Item 5.07

Submission of Matters to a Vote of Security Holders

(a)	The Broadway Financial Corporation (the “Company”) Annual Meeting of Stockholders was held on July 17, 2024.

(b)	Stockholders voted on the matters set forth below:

The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on June 6, 2024 were elected to serve until the Annual Meeting of Stockholders to be held in the year 2027 or until their respective successors are duly elected and qualified, based on the following vote:

Nominee	Votes For	Votes Withheld	Broker Non-Votes

Wayne-Kent A. Bradshaw	3,058,218	88,706	895,360
Marie C. Johns	2,719,959	426,965	895,360
David J. McGrady	3,085,438	61,486	895,360

2.	The proposal to ratify on an advisory (non-binding) basis the appointment of Moss Adams LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2024 was approved based upon the following votes:

Votes for approval	3,893,261
Votes against	36,717
Abstentions	112,306

3.	The proposal to approve the Company’s executive compensation on an advisory (non-binding) basis was approved based upon the following votes:

Votes for approval	3,003,536
Votes against	141,099
Abstentions	2,289
Broker Non-Votes	895,360

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.

	BROADWAY FINANCIAL CORPORATION

Date: July 23, 2024	By:	/s/ Zack Ibrahim
		Zack Ibrahim
		Executive Vice President and
		Chief Financial Officer

Document and Entity Information	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2024
Entity File Number	001-39043
Entity Registrant Name	BROADWAY FINANCIAL CORPORATION
Entity Central Index Key	0001001171
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4547287
Entity Address, Address Line One	4601 Wilshire Boulevard
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90010
City Area Code	323
Local Phone Number	634-1700
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
Trading Symbol	BYFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false