Current Report Filing (8-k)
September 03 2019 - 1:01PM
Edgar (US Regulatory)
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): (August 27, 2019)
OPTIMUMBANK
HOLDINGS, INC.
(Exact
name of registrant as specified in charter)
Florida
|
|
000-50755
|
|
55-0865043
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2477
East Commercial Boulevard, Fort Lauderdale, FL 33308
(Address
of Principal Executive Offices) (Zip Code)
(954)
776-2332
(Registrant’s
telephone number, including area code)
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))
|
Item
5.07
|
Submission
of Matters to a Vote of Security Holders
|
On
August 27, 2019, OptimumBank Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders to approve the
following proposals: (i) to elect seven directors; (ii) to approve the issuance of up to 1,000,000 shares of common stock in exchange
for Trust Preferred Securities issued by OptimumBank Capital Trust I; (iii) to approve the participation of an affiliate of Moishe
Gubin, a director of the Company, in the exchange offer described in Proposal 2; (iv) to approve an amendment to the Company’s
Articles of Incorporation to increase the number of shares of common stock authorized for issuance from 5,000,000 shares to 10,000,000
shares; (v) to ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for fiscal
year 2019; and (vi) to transact such other business as may properly come before the Annual Meeting.
All
proposals were approved by the Company’s shareholders. Set forth below are the final voting results for each proposal submitted
to a vote of the shareholders at the Annual Meeting. There were 514,236 broker non-votes recorded for each of Proposals 1, 2 and
3. For more information on the following proposals, see the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on July 25, 2019.
Proposal
No. 1: Election of Directors
|
|
For
|
|
|
Withhold
|
|
|
|
|
|
|
|
|
Moishe Gubin
|
|
|
734,241
|
|
|
|
5,214
|
|
Joel Klein
|
|
|
736,265
|
|
|
|
3,190
|
|
Martin Z. Schmidt
|
|
|
705,522
|
|
|
|
33,933
|
|
Avi M. Zwelling
|
|
|
733,448
|
|
|
|
6,007
|
|
Thomas Procelli
|
|
|
733,448
|
|
|
|
6,007
|
|
Chan Heng Fai Ambrose
|
|
|
732,781
|
|
|
|
6,674
|
|
Jeffry Wagner
|
|
|
702,730
|
|
|
|
36,725
|
|
Proposal
No. 2: Approve the issuance of up to 1,000,000 shares of Common Stock in exchange for Trust Preferred Securities issued
by OptimumBank Capital Trust I:
For:
|
|
731,807
|
Against:
|
|
1,538
|
Abstain:
|
|
6,110
|
Proposal
No. 3: Approve the participation of an affiliate of Moishe Gubin, a director of the Company, in the exchange offer for
the Trust Preferred Securities described in Proposal No. 2:
For:
|
|
700,698
|
Against:
|
|
1,527
|
Abstain:
|
|
37,230
|
Proposal
No. 4: Approve an amendment to the Company’s Articles of Incorporation to increase the number of shares of common
stock authorized for issuance from 5,000,000 shares to 10,000,000 shares:
For:
|
|
1,231,035
|
Against:
|
|
20,386
|
Abstain:
|
|
2,270
|
Proposal
No. 5: Ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for fiscal
year 2019:
For:
|
|
1,252,879
|
Against:
|
|
655
|
Abstain:
|
|
157
|
SIGNATURE
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.
September 3, 2019
|
By:
|
/s/
Timothy Terry
|
|
|
Timothy
Terry
Principal
Executive Officer
|
OptimumBank (NASDAQ:OPHC)
Historical Stock Chart
From Mar 2024 to Apr 2024
OptimumBank (NASDAQ:OPHC)
Historical Stock Chart
From Apr 2023 to Apr 2024