Current Report Filing (8-k)
October 03 2019 - 04:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 3, 2019
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Stewardship
Financial Corporation
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(Exact
Name of Registrant as Specified in Charter)
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New
Jersey
(State
or other jurisdiction of
incorporation)
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1-33377
(Commission
File Number)
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22-3351447
(I.R.S.
Employer Identification No.)
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630
Godwin Avenue
Midland
Park, NJ
(Address
of principal executive offices)
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07432
(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 444-7100
Not
Applicable
(Former
name or former address, if changed since last report)
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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:
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o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging
growth company o
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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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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, no par value
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SSFN
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The
Nasdaq Stock Market LLC
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Item 5.07. Submission of Matters
to a Vote of Security Holders.
A special meeting
of the shareholders (the “Special Meeting”) of Stewardship Financial Corporation (the “Corporation”) was
held on October 3, 2019. A total of 6,840,691 shares of the Corporation’s common stock entitled to vote were present or
represented by proxy at the Special Meeting constituting a quorum for the transaction of business. The Corporation’s shareholders
considered the proposals set forth in the Corporation’s proxy statement for the Special Meeting, filed with the Securities
and Exchange Commission on August 19, 2019 (the “Proxy Statement”). The final results of the voting are as follows:
Proposal
1: Approval of the Agreement and Plan of Merger, dated as of June 6, 2019, by and among Columbia Financial, Inc., Broadway
Acquisition Corp. and Stewardship Financial Corporation. The following are the results of the voting:
For
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Against
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Abstain
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Broker
Non-Votes
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6,760,731
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53,943
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26,016
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0
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Proposal
2: Approval, on a non-binding, advisory basis, of the compensation to be paid to certain executive officers of Stewardship
Financial Corporation if the merger contemplated by the merger agreement is consummated. The following are the results of the
voting:
For
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Against
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Abstain
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Broker
Non-Votes
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6,339,159
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346,013
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155,518
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0
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Proposal
3: Approval of an adjournment of the special meeting, if necessary, to permit the further solicitation of proxies if there
are not sufficient votes at the time of the special meeting to approve the merger agreement. The following are the results of
the voting:
For
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Against
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Abstain
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Broker
Non-Votes
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6,680,974
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136,951
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22,765
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0
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With respect to the Adjournment
Proposal, although sufficient votes were received for the proposal to be approved, the meeting was not adjourned because the merger
proposal was approved and the adjournment of the Special Meeting was determined not to be necessary or appropriate.
Item 8.01 Other Events.
On October 3,
2019, Stewardship Financial Corporation announced that, at its Special Meeting of shareholders held on this date, the shareholders
of the Corporation approved the previously-disclosed, contemplated merger with Columbia Financial, Inc. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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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STEWARDSHIP
FINANCIAL CORPORATION
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Date: October
3, 2019
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By:
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/s/
Claire M. Chadwick
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Name:
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Claire
M. Chadwick
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Title:
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Executive
Vice President and Chief Financial Officer
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