8-K 1 tm2026212d2_8k.htm FORM 8-K

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 24, 2020

BROADWAY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware | 001-39043 | 95-4547287
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.)

5055 Wilshire Boulevard Suite 500, Los Angeles, California | 90036
(Address of Principal Executive Offices) | (Zip Code)

Registrant’s telephone number, including area code: (323) 634-1700

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, par value $0.01 per share (including attached preferred stock purchase rights) |  | BYFC |  | The Nasdaq Stock Market LLC

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))

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 August 12, 2020, Broadway Financial Corporation (“Broadway”) Board of Directors approved an amendment and restatement of the Bylaws of Broadway. The purpose of the amendment and restatement was to: (i) conform the deadlines for stockholder director nominations and new business proposals, (ii) coordinate the language of other bylaw provisions for consistency, and (iii) clarify the language and correct typographical errors in the remainder of the bylaws. In addition, the bylaws were amended to clarify that stockholder meetings may be held in virtual form as well as traditional in person meetings and that only stockholders of record may present proposals for a vote at annual stockholder meetings.

Item 9.01 Financial Statements and Exhibits.

| (d) | Exhibits

| 3.2 | Bylaws of Registrant, as amended

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.

| BROADWAY FINANCIAL CORPORATION
| (Registrant)
Date: August 24, 2020 | By | /s/ Brenda J. Battey
|  | Brenda J. Battey
|  | Chief Financial Officer