8-K
BayFirst Financial Corp. (BAFN)
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) May 19, 2022
BAYFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Florida | 001-41068 | 59-3665079 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>file number) | (IRS employer<br><br>identification no.) |
| 700 Central Avenue | 33701 | |
| St. Petersburg, Florida | (Zip Code) | |
| (Address of principal executive offices) | ||
| (727) 440-6848 | ||
| (Registrant’s telephone number, including area code) |
Not Applicable
(Former name or former address, if changed since last report)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
|---|---|---|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| o | 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 registered | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock | BAFN | 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 1933 (§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.
The 2022 annual meeting of shareholders (the “Annual Meeting”) of BayFirst Financial Corp. (the "Company") was held on May 19, 2022. There were a total of 4,013,016 shares of common stock outstanding as of the record date for the Annual Meeting, of which 2,252,233 were present in person or by proxy at the meeting, representing 56.1% of the outstanding shares eligible to vote.
Proposal 1:
A proposal to elect 13 nominees to serve as directors, each for a term expiring at the 2023 annual meeting of shareholders, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:
| Nominees | Number of Shares Voted For | Abstentions and Broker Non-Vote | Number of Shares Voted Withheld |
|---|---|---|---|
| George Apostolou | 2,249,996 | 1,760,783 | 2,237 |
| Derek S. Berset | 2,214,889 | 1,760,783 | 37,344 |
| Mark S. Berset | 2,215,073 | 1,760,783 | 37,160 |
| Dennis R. DeLoach, III | 2,251,930 | 1,760,783 | 303 |
| Alexander Harris | 2,252,210 | 1,760,783 | 23 |
| Tarek Helal | 2,247,384 | 1,760,783 | 4,849 |
| Anthony N. Leo | 2,251,979 | 1,760,783 | 254 |
| Christos Politis, M.D. | 2,126,638 | 1,760,783 | 125,595 |
| Anthony Saravanos | 2,249,996 | 1,760,783 | 2,237 |
| Bradly W. Spoor | 2,252,210 | 1,760,783 | 23 |
| Harold J. Winner | 2,252,217 | 1,760,783 | 16 |
| Sheryl WuDunn | 2,249,374 | 1,760,783 | 2,859 |
| Barbara J. Zipperian | 2,248,467 | 1,760,783 | 3,766 |
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
|---|---|---|
| Exhibit Number | Exhibit Name | Filed Herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * |
The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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.
| BAYFIRST FINANCIAL CORP. | |
|---|---|
| Date: | May 23, 2022 |
| By: | /s/ Robin L. Oliver |
| Robin L. Oliver | |
| Chief Financial Officer and<br>Chief Operating Officer |