UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 23, 2025 (
December 12, 2024)
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-13007
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13-3904174
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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75 West 125th Street, New York, New York
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10027-4512
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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CARV
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The NASDAQ Stock Market LLC
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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. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed by Carver Bancorp, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on
Form 8-K that the Company filed with the Securities and Exchange Commission on December 12, 2024 (the “Original Form 8-K”) to announce the preliminary results of the Company’s 2024 Annual Meeting of Stockholders held on December 12, 2024 (the
“Annual Meeting”). This Amendment is being filed to disclose the final, certified voting results reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting (the “Inspector of Election”). Pursuant to
Instruction 1 to Item 5.07 of Form 8-K, this Amendment is being filed solely to disclose the final voting results that had not been determined at the time of the filing of the Original Form 8-K and, except for as set forth herein, this Amendment
does not modify or update any other disclosure contained in the Original Form 8-K.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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(a-b) The final results of voting received from the Inspector of Election on each of the matters submitted to a vote
of security holders during the Annual Meeting are as follows.
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Company’s Board of Director Nominees
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For
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Withheld
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Jillian E. Joseph
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1,728,980
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1,616,254
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Kenneth J. Knuckles
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1,669,720
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1,675,532
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Dream Chasers’ Nominees
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For
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Withheld
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Jeffrey Anderson
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1,662,387
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1,681,852
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Jeffrey John Bailey
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1,605,764
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1,738,464
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Based on the final results, the two directors elected at the Annual Meeting are Jillian E. Joseph and Kenneth J. Knuckles.
| Proposal 2. |
To approve the Carver Bancorp, Inc. 2024 Equity Incentive Plan.
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For
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Against
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Abstain
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1,691,468
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1,334,841
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320,018
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The proposal was approved based on the final vote.
| Proposal 3. |
To ratify the appointment of BDO USA, LLP as independent auditors for Carver Bancorp, Inc. for the fiscal year ending March 31, 2025.
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For
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Against
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Abstain
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1,926,797
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858,184
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571,466
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The proposal was approved based on the final vote.
| Proposal 4. |
Advisory (non-binding) approval of the compensation of our Named Executive Officers as described in the proxy statement.
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For
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Against
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Abstain
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1,171,467
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1,648,492
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526,366
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The proposal was not approved based on the final vote.
No other matters were properly presented for consideration or stockholder action at the Annual Meeting.
Item 8.01 Other Events.
On January 27, 2025, the Company issued a press release concerning the final results of its Annual Meeting, a copy of which is filed as Exhibit 99.1 hereto
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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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.
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CARVER BANCORP, INC.
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DATE: January 27, 2025
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By:
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/s/ Isaac Torres
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Isaac Torres
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Senior Vice President, General Counsel and Corporate Secretary
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Carver Bancorp, Inc. Certifies Annual Meeting Results; Shareholders Affirm Change Underway at the Bank
-- Stockholders Re-Elect Jillian E. Joseph and Kenneth J. Knuckles to Serve on the Carver Board of Directors --
-- Harlem-Based Minority Depository Institution Emphasizes Commitment to Shareholders and Focus
on Improved Profitability --
NEW YORK, January 27, 2025 /PRNewswire/ -- Carver Bancorp, Inc. (Nasdaq: CARV) ("Carver" or the "Company"), the holding
company for Carver Federal Savings Bank (the "Bank"), a certified Community Development Financial Institution ("CDFI") and designated Minority Depository Institution ("MDI"), today certified the results of its Annual Meeting of Stockholders (the
"Annual Meeting") held on December 12, 2024. At the meeting, Carver stockholders re-elected directors Jillian E. Joseph and Kenneth J. Knuckles, an endorsement of the Board and the Company's turnaround strategy.
"We value the trust stockholders have placed in our Company and its Board, which provides a strong foundation for
advancing our strategic goals," remarked Lewis P. Jones III, Chairman of the Board.
Chairman Jones
continued, "Our focus is on driving profitability and improving results at the Bank. The Board is appreciative of the support we received from shareholders at the Annual Meeting and is working with the management team to achieve a successful
turnaround at the Bank. We are unified in our commitment to enhancing shareholder value. The Carver Board recruited our new CEO, Donald Felix, because of its confidence in his ability to accelerate the implementation of its strategy and deliver
change. As we progress, we remain dedicated to enhancing our Board, fostering collaborative engagement with our shareholders, and building a profitable and sustainable future for our investors, strategic partners, and the communities we have proudly
served since 1948."
Stockholders acted on the following proposals at the 2024 Annual Meeting:
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✔
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Re-elected Jillian E. Joseph and
Kenneth J. Knuckles to the Company's Board.
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✔
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Approved the Company's 2024 Equity
Incentive Plan, which provides for the grant of stock-based awards to officers, employees, and directors of the Company.
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✔
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Ratified the appointment of BDO
USA, LLP as independent auditors for the Company for the fiscal year ending March 31, 2025.
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"Our team is focused on restoring long-term profitability to the Bank through targeted strategic initiatives and
operational goals," said Donald Felix, President and CEO. "We recognize much work needs to be done and are developing a comprehensive
transformation plan to strengthen top-line performance while reducing risks and expenses. Our strategy encompasses growing our core business, expanding operational capacity, and investing in proven technologies to enhance efficiency and customer
service. Additionally, we are committed to attracting and retaining exceptional talent across all levels of the organization—from staff to executive leadership—to ensure sustainable long-term success. I am confident that the steps we are taking to
improve the financial performance at the Bank will deliver a more viable, sustainable, and impactful future for our shareholders, customers, and communities we serve."
Jillian E. Joseph
and Kenneth J. Knuckles will continue to serve on the Board alongside fellow directors Lewis P. Jones III (Chairman), Colvin W. Grannum, Craig C. MacKay, Dr. Pazel G. Jackson, Jr., and Robin L. Nunn.
About Carver Bancorp,
Inc.
Carver Bancorp, Inc. (NASDAQ: CARV) is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Headquartered in Harlem, NY, Carver was founded in 1948 to serve historically underserved communities in New
York whose residents, businesses, and institutions had limited access to mainstream financial services. The U.S. Treasury Department has designated Carver as a Community Development Financial Institution ("CDFI") because of its community-focused
banking services and dedication to its local community's economic viability and revitalization. Carver is one of the largest African- and Caribbean-American-managed banks in the United States. Carver's online banking presence includes consumer
checking and savings accounts across nine states, from Massachusetts to Virginia and Washington, DC. For further information, please visit the Company's website at www.carverbank.com.
Be sure to connect with Carver on Facebook, LinkedIn, and Instagram.
Certain statements in this press release are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to
a variety of factors, risks, and uncertainties. More information about these factors, risks, and uncertainties is contained in our filings with the Securities and Exchange Commission.
Media:
Michael Herley for Carver
203.308.1409
mediainquiries@carverbank.com
Investors:
ir@carverbank.com
