8-K
CARVER BANCORP INC (CARV)
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 14, 2023
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-13007 | 13-3904174 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> <br>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 14, 2023, 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 |
| --- | --- | --- | --- |
| Craig C. MacKay | 1,590,003 | 39,901 | 1,293,434 |
| Lewis P. Jones III | 1,582,526 | 47,378 | 1,293,434 |
| Colvin W. Grannum | 1,582,536 | 47,368 | 1,293,434 |
| Proposal 2. | To ratify the appointment of BDO USA, LLP as independent auditors for Carver Bancorp, Inc. for the fiscal year ending March 31, 2024. | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 2,735,510 | 25,101 | 162,727 | |
| 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 |
| --- | --- | --- | --- |
| 1,293,648 | 216,601 | 119,655 | 1,293,434 |
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 18, 2023 | By: | /s/ Isaac Torres |
| Isaac Torres | ||
| Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
ANNUAL MEETING OF SHAREHOLDERS September 14, 2023 1 NASDAQ: CARV CELEBRATING 75 YEARS OF SERVICE TO THE COMMUNITY
Forward Looking Statements 10 Certain statements contained in this presentation are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “intend,” “should,” “could,” “planned,” “estimated,” “potential” and similar terms and phrases. Forward-looking statements are subject to risks and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which Carver Bancorp, Inc. (the “Company”) and Carver Federal Savings Bank (the “Bank”) operate, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity. The Company wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company and the Bank undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Presentation Highlights by Michael T. Pugh, President & CEO 10 75 Years of Serving our Customers Social Impact Fiscal Year 2023 Highlights Leadership & Governance Questions and Answers
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This year we celebrate our 75th Anniversary. Carver has maintained its mission to provide New Yorkers with access to capital and competitively priced banking solutions. As one of the largest African- and Caribbean-American managed and publicly traded Minority Depository Institutions in the United States, Carver continues to provide access to capital and banking services to Minority and Women-owned Business Enterprises (MWBEs) and consumers across the Greater New York City region. 10
Customer reach, access and convenience remains a top priority. Seven full-service branches and 24/7 ATM centers serve low- to moderate- income communities in Manhattan, Brooklyn and Queens. Member of the Allpoint, Wells Fargo and JPMorgan ATM networks giving customers access to 84,000 ATMs nationwide. Online account opening available and digitally present in 9 states from Massachusetts to Virginia, including Washington, DC. Offering a full range of traditional, online, and mobile banking services. Carver’s free mobile app is available through the Apple and Google Play app stores. Certified as a Community Development Financial Institution by the U.S. Treasury and regulated by the Office of the Comptroller of the Currency. 10
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Leader in Community Banking Launched a $5 million innovative Small Business Microloan Program Launched a Minority Women Business Pitch Competition with community partners offering $50,000 in grant giveaways Leveraged federal and state grants for approximately $2 million to support entrepreneurs Major supporter of Historically Black Colleges & Universities Community Development Financial Institution awarded “Outstanding” CRA ratings for the last 19 years 10
Fiscal Year 2023 Highlights 10
Total Assets, Loans and Deposits ($ in millions) Carver Bancorp’s Fiscal Year begins April 1 and ends March 31 **Compound Annual Growth Rate 13 Total Assets CAGR** 7.71% Total Loans CAGR 11.83% Total Deposits CAGR 7.10% $579 $677 $735 $723 $424 $478 $574 $593 $489 $557 $628 $600 2020 2021 2022 2023 2020 2021 2022 2023 2020 2021 2022 2023
Selected Statistical Data 14
Leadership and Governance 14
Carver Board of Directors Lewis P. Jones III Chairman of the Board Since 2013 Kenneth J. Knuckles Vice Chairman Since 2013 Colvin W. Grannum Since 2013 Jillian E. Joseph Since 2019 Robin L. Nunn Since 2022 Craig C. MacKay Since 2017 Michael T. Pugh President & CEO Since 2015 Dr. Pazel G. Jackson, Jr. Vice Chairman Since 1997 14
Questions and Answers 14