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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 15, 2022
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware |  | 001-13007 |  | 13-3904174
(State or Other Jurisdiction of Incorporation) |  | (Commission File No.) |  | (I.R.S. Employer Identification No.)

75 West 125th Street, New York, New York |  |  | 10027-4512
(Address of Principal Executive Offices) |  |  | (Zip Code)

Registrant’s telephone number, including area code: (212) 360-8820
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))

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 | CARV | 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 5.07 | Submission of Matters to a Vote of Security Holders

On September 15, 2022, Carver Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered the election of directors, the ratification of the independent registered public accountants, and an advisory vote to approve the compensation paid to the Company’s named executive officers. The vote of the stockholders was as follows:

Proposal 1. | The election as directors of the nominees listed below each to serve for a three-year term.

Nominee | For | Withheld | Broker Non-Votes
Pazel G. Jackson, Jr. | 1,218,170 | 48,844 | 969,128

Robin L. Nunn’s nomination was not considered at the Annual Meeting since the Company did not receive the non-objection of the Board of Governors of the Federal Reserve (“FRB”) by the Annual Meeting. Ms. Nunn will subsequently be appointed to the Board of Directors of the Company upon the receipt of the FRB’s non-objection.

Proposal 2. | To ratify the appointment of BDO USA, LLP as independent auditors for Carver Bancorp, Inc. for the fiscal year ending March 31, 2023.

For | Against | Abstain
1,848,395 | 227,627 | 160,120

Proposal 3. | Advisory (non-binding) approval of the compensation of our Named Executive Officers as described in the proxy statement.

For | Against | Abstain | Broker Non-Votes
1,060,089 | 59,863 | 147,062 | 969,128

Item 8.01 Other Events.
The Company made a presentation at the Annual Meeting. A copy of the presentation as presented at the Annual Meeting is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Carver Bancorp, Inc. Annual Meeting Presentation
104 |  | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

|  | CARVER BANCORP, INC.
DATE: September 19, 2022 | By: | /s/ Michael T. Pugh
|  | Michael T. Pugh
|  | President and Chief Executive Officer