8-K
PROVIDENT FINANCIAL HOLDINGS INC (PROV)
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): November 28, 2023
PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28304 | 33-0704889 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 3756 Central Avenue,<br> Riverside, California | 92506 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (951) 686-6060
| 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<br> following provisions. |
|---|
| ☐ 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 $.01 per share | PROV | 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.
| (a) | The Corporation held its virtual Annual Meeting of Shareholders on Tuesday, November 28, 2023 solely online via live webcast. |
|---|---|
| (b) | There were present at the meeting in person or by proxy the holders of 6,106,394 shares of the Corporation’s common stock, representing 87.37<br> percent of the total votes eligible to be cast, constituting a majority and a quorum of the outstanding shares entitled to vote. The results of the vote for the four items presented at the meeting were as follows: |
| --- | --- |
| 1. | Election of Directors: |
| --- | --- |
There were three nominees for three open board seats. Accordingly, shareholders elected Craig G. Blunden and Brian N. Hawley to the Board of Directors for a three-year term ending in 2026 and Matthew E. Webb for a two-year term ending in 2025 by the following vote:
| For | Withheld | Broker Non-Vote | ||||
|---|---|---|---|---|---|---|
| Nominee | Number<br><br> <br>of Votes | Percentage | Number<br><br> <br>of Votes | Percentage | Number<br><br> <br>of Votes | Percentage |
| Craig G. Blunden | 2,637,541 | 49.09 | 2,735,569 | 50.91 | 733,284 | N/A |
| Brian N. Hawley | 3,946,449 | 73.45 | 1,426,661 | 26.55 | 733,284 | N/A |
| Matthew E. Webb | 3,933,149 | 73.20 | 1,439,961 | 26.80 | 733,284 | N/A |
The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Judy A. Carpenter, Debbi H. Guthrie, Kathy M. Michalak and William E. Thomas.
| 2. | Advisory Approval of Executive Compensation: |
|---|
Shareholders approved the advisory resolution for named executive officer compensation by the following vote:
| Number<br><br> <br>of Votes | Percentage | |
|---|---|---|
| For | 2,601,924 | 48.43 |
| Against | 2,517,310 | 46.85 |
| Abstain | 253,876 | 4.72 |
| Broker Non-Vote | 733,284 | N/A |
| 3. | Frequency of Advisory Vote on Executive Compensation: | |
| --- | --- |
Shareholders approved the every year frequency of advisory vote on executive compensation by the following vote:
| Number<br><br> <br>of Votes | Percentage | |
|---|---|---|
| Every Year | 4,335,038 | 80.68 |
| Every Two Years | 28,326 | 0.53 |
| Every Three Years | 717,197 | 13.35 |
| Abstain | 292,549 | 5.44 |
| Broker Non-Vote | 733,284 | N/A |
| 4. | Ratification of the Appointment of Independent Auditor: |
|---|
Shareholders ratified the appointment of Deloitte & Touche, LLP as the Corporation’s independent auditor for the fiscal year ending June 30, 2024 by the following vote:
| Number<br><br> <br>of Votes | Percentage | |
|---|---|---|
| For | 6,082,713 | 99.61 |
| Against | 15,208 | 0.25 |
| Abstain | 8,473 | 0.14 |
| (c) | None. | |
| --- | --- |
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.
| Date: November 29, 2023 | PROVIDENT FINANCIAL HOLDINGS, INC. |
|---|---|
| /s/ Donavon P. Ternes | |
| Donavon P. Ternes | |
| President, Chief Operating Officer and <br> <br>Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer) |