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): September 28, 2021
PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

     
Delaware
000-28304
33-0704889
(State or other jurisdiction of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

   
3756 Central Avenue, Riverside, California
92506
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (951) 686-6060
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.
☐
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:

Title of each class
    
Trading Symbol(s)
    
Name of each exchange on which registered
Common Stock, par value $.01 per share
  
PROV
  
The NASDAQ Stock Market LLC

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 28, 2021 Provident Financial Holdings, Inc. (the “Company”) announced that the Company’s Board of Directors had amended the Company’s Bylaws by increasing the number of directors from seven (7) to eight (8) members.  A copy of the Company’s amended and restated Bylaws are attached hereto as Exhibit 3.2.

The increase in the size of the Board of Directors is in connection with the nomination by the Company’s Nominating and Corporate Governance Committee of Kathy Michalak, to stand for election as a director of the Company in connection with the Annual Meeting of Stockholders. Ms. Michalak is the Executive Director of Habitat for Humanity Riverside and has significant expertise on issues related to affordable housing and homelessness.

Item 9.01. Financial Statements and Exhibits

(d)        Exhibits

3.2 Amended and Restated Bylaws of Provident Financial Holdings, Inc.
104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

     
Date: September 30, 2021
   
PROVIDENT FINANCIAL HOLDINGS, INC.
     
     
    /s/ Craig G. Blunden
   
Craig G. Blunden
   
Chairman and
   
Chief Executive Officer
   
(Principal Executive Officer)