Current Report Filing (8-k)

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 22, 2019

WCF BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)



Iowa	001-37832	81-2510023
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)



401 Fair Meadow Drive, Webster City, Iowa		50595
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (515) 832-3071

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):



[ ]	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: 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 T 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(b) Retirement of Chief Financial Officer . On May 28, 2019, Paul Moen retired as Chief Financial Officer of WCF Bancorp, Inc. (the “Company”) and of WCF Financial Bank (the “Bank”), the Company’s wholly owned subsidiary.

(b) Appointment of Chief Financial Officer . On May 28, 2019, the Company appointed Michelle Zahn, CPA, age 51, as Chief Financial Officer of the Company and the Bank. Prior to this appointment, from June 2016 until May 2019, Ms. Zahn served as Vice President, Finance and Treasury, of First American Bank, an Iowa bank headquartered in Fort Dodge, Iowa, and from 2000 until June 2016, Ms. Zahn served as Vice President and Controller of First American Bank.

Item 5.07 Submission of Matters to a Vote of Security Holders .

On May 22, 2019, the Company held its 2019 Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered and voted on the following matters, with a breakdown of the votes cast set forth below.


1.	The election of directors.



	For	Withheld	Broker Non-Votes

Michael R. Segner	1,027,498	191,605	903,238
Bradley Mickelson	1,016,792	202,311	903,238
C. Thomas Chalstrom	989,359	229,744	903,238


2.	The ratification of the appointment of RSM US LLP as independent registered public accounting firm of the Company for the year ending December 31, 2019.



For	Against	Abstain
2,043,011	78,999	331

Item 8.01. Other Events.

On May 28, 2019, the Board of Directors of the Company announced a stock repurchase program. Under the repurchase program, the Company may repurchase up to 256,154 shares, or 10.0% of its outstanding shares of common stock.

Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program has no expiration date.

Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by the Company at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

Forward-Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.


Item 9.01.	Financial Statements and Exhibits.



(a)		Financial statements of businesses acquired. None.

(b)		Pro forma financial information. None.

(c)		Shell company transactions: None.

(d)		Exhibits. None

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.