8-K

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):  December 12, 2024

CARVER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

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 \(see General Instruction A.2. below\):

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. ☐

On December 12, 2024, Carver Bancorp, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Company’s 2024 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Carver Federal Savings Bank. A description of the material terms of the Plan is contained in the Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 31, 2024 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.

Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, and the estimated preliminary voting results reported by the independent Inspector of Election, First Coast Results, Inc. (“First Coast”).

These results are preliminary estimates only and are subject to change based on the certification of the voting results by First Coast.  The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving First Coast’s final certified report.

As of the record date of October 15, 2024, there were 5,140,872 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting.  Of the record date shares, 3,346,327 shares of common stock, or 65.09%, were represented at the Annual Meeting.

Based on the estimated preliminary results, the two directors elected at the Annual Meeting are Jillian E. Joseph and Kenneth J. Knuckles.

The proposal was approved based on the estimated preliminary vote.

The proposal was approved based on the estimated preliminary vote.

The proposal was not approved based on the estimated preliminary vote.

No other matters were properly presented for consideration or stockholder action at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.