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): May 22, 2024

HANMI FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-30421

95-4788120

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

3660 Wilshire Boulevard, PH-a, Los Angeles, California	90010
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 382-2200

Not Applicable

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

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, $0.001 par value

HAFC

Nasdaq Global Select Market

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))

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.

The annual meeting of stockholders of the Corporation was held on May 22, 2024. At the meeting, the stockholders voted on the following items:

(1)

Nine board nominees to serve for terms expiring at the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. The voting results are as follows:

Nominee	For	Against	Abstain	Broker Non-Votes

John J. Ahn	22,813,365	709,704	8,738	1,921,844

Christie K. Chu	22,768,292	754,774	8,741	1,921,844

Harry H. Chung	23,377,028	146,038	8,741	1,921,844

Bonita I. Lee	23,476,870	46,058	8,879	1,921,844

Gloria J. Lee	22,936,980	585,942	8,885	1,921,844

James A. Marasco	23,449,323	75,087	7,397	1,921,844

David L. Rosenblum	23,396,850	127,554	7,403	1,921,844

Thomas J. Williams	23,385,188	139,217	7,402	1,921,844

Michael M. Yang	22,764,992	759,549	7,266	1,921,844

Gideon Yu	22,848,150	676,253	7,404	1,921,844

(2)

The advisory vote on executive compensation paid to the Corporation’s Named Executive Officers as described in the proxy statement for the meeting. The voting results are as follows:

For		Against		Abstain		Broker Non-Votes
22,263,883		1,258,138		9,786		1,921,844

(3)

The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results are as follows:

For		Against		Abstain
25,367,674		77,123		8,854

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.

		HANMI FINANCIAL CORPORATION


DATE: May 23, 2024	By:	/s/ Bonita I. Lee
		Bonita I. Lee
		President and Chief Executive Officer

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	000-30421
Entity Registrant Name	HANMI FINANCIAL CORPORATION
Entity Central Index Key	0001109242
Entity Tax Identification Number	95-4788120
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3660 Wilshire Boulevard
Entity Address, Address Line Two	PH-a
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90010
City Area Code	(213)
Local Phone Number	382-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	HAFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false