8-K
BV Financial, Inc. (BVFL)
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 8, 2025
BV Financial, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-36094 | 14-1920944 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> Identification No.) |
| 7114 North Point Road, Baltimore, Maryland | 21219 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(410) 477-5000
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):
| ☐ | 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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BVFL | 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 Securities Holders
The Annual Meeting of Stockholders of BV Financial, Inc. (the “Company”) was held on May 8, 2025. The final results of the vote on each matter submitted to a vote of stockholders is as follows:
| 1. | The following individuals were elected as directors of the Company, each for a three-year term or until his successor is duly elected and qualified,<br> by the following vote: | ||
|---|---|---|---|
| For | Withheld | Broker Non-Votes | |
| --- | --- | --- | --- |
| William Streett Baldwin | 5,780,571 | 821,305 | 2,113,034 |
| William B. Crompton, III | 6,140,782 | 461,094 | 2,113,034 |
| David M. Flair | 6,143,645 | 458,231 | 2,113,034 |
| Joshua W. Posnick | 5,053,606 | 1,548,270 | 2,113,034 |
| 2. | The approval of the ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the<br> year ending December 31, 2025: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 8,151,096 | 46,406 | 517,408 |
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.
| BV FINANCIAL, INC. | ||
|---|---|---|
| DATE: May 8, 2025 | By: | /s/ David M. Flair |
| David M. Flair | ||
| Co-President and Chief Executive Officer |