Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On December 10, 2019, United Community Financial Corp., an Ohio corporation (UCFC), held a special meeting of its
shareholders (the UCFC special meeting) in Youngstown, Ohio. Of the 48,112,240 shares of common stock, no par value per share, of UCFC (the UCFC common stock) issued and outstanding at the close of business as of
October 25, 2019, the record date for the UCFC special meeting, shareholders holding a majority of the total number of outstanding shares of UCFC common stock entitled to vote were present or represented by proxy at the UCFC special meeting,
constituting a quorum for all matters to be presented at the UCFC special meeting.
Proposal 1 and Proposal 2 listed below were submitted
to a vote of shareholders at the UCFC special meeting. The proposals listed below are described in detail in the joint proxy statement/prospectus filed by UCFC with the Securities and Exchange Commission on October 30, 2019. The final results
of the shareholder votes at the UCFC special meeting are set forth below.
Proposal 1 Merger Proposal
The proposal was to adopt the Agreement and Plan of Merger, dated as September 9, 2019, as may be amended from time to time (the
merger agreement), by and between UCFC and First Defiance Financial Corp., an Ohio corporation (FDEF, and such proposal, the merger proposal). The merger proposal was approved.
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Votes For
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Votes Against
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Votes Abstained
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Broker
Non-Votes
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34,512,043
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413,752
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205,848
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N/A
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Proposal 2 Compensation Proposal
The proposal was to approve, on a non-binding, advisory basis, the compensation to be paid to
UCFCs named executive officers that is based on or otherwise relates to the merger of UCFC with and into FDEF (the compensation proposal). The compensation proposal was approved.
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Votes For
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Votes Against
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Votes Abstained
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Broker
Non-Votes
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26,256,896
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8,477,195
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397,552
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N/A
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Proposal 3 Adjournment Proposal
In connection with the UCFC special meeting, the Board of Directors of UCFC also solicited proxies with respect to a proposal to adjourn the
UCFC special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal. The adjournment proposal was not submitted to UCFC shareholders for approval at the UCFC special meeting because UCFC
shareholders approved the merger proposal, as noted above.
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