UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Indicated
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
If an emerging growth company, indicate by check mark if 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 |
At the 2024 Annual Meeting of Shareholders held on April 23, 2024, Muncy Columbia Financial Corporation’s (the “Corporation”) shareholders voted upon the following matters:
| (1) | The election of four (4) Directors of the Corporation to Class 3 for terms of three (3) years; | |
| (2) | A non-binding advisory vote to approve the compensation of the Corporation’s named executive officers (the “Say On Pay” vote); | |
| (3) | A non-binding advisory vote to establish the frequency of holding the Say On Pay vote (the “Say On Frequency” vote); | |
| (4) | The ratification of the appointment of S.R. Snodgrass P.C. as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024; and | |
| (5) | The approval of the Amended and Restated Employee Stock Purchase Plan. |
The results of the voting were as follows:
1. Proposal No. 1: Election of Directors:
The shareholders of the Corporation elected all four (4) of the nominees for Class 3 director by the following vote:
| Class 3 Directors | For | Withheld | Broker Non-Vote |
| Todd M. Arthur | 1,225,561 | 405,593 | 650,327 |
| Lance O. Diehl | 1,347,497 | 283,657 | 650,327 |
| Robert W. Dillon | 1,330,391 | 300,763 | 650,327 |
| Brenda R. H. Williams | 1,310,669 | 320,455 | 650,327 |
2. Proposal No. 2: Non-binding advisory vote on the compensation of the Corporation’s named executive officers:
The shareholders of the Corporation approved, on a non-binding advisory basis, the compensation of the Corporation’s named executive officers by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 1,182,955 | 369,362 | 78,837 | 650,327 |
3. Proposal No. 3: Non-binding advisory vote to establish the frequency of holding the Say On Pay vote:
The shareholders of the Corporation voted for a three (3) year Say On Frequency vote by the following vote:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
| 510,461 | 79,565 | 951,599 | 89,529 | 650,327 |
4. Proposal No. 4: Ratification of the appointment of the Corporation's independent registered public accounting firm:
The shareholders of the Corporation ratified the appointment of S.R. Snodgrass P.C. as the Corporation's independent registered public accounting firm for the year ending December 31, 2024 by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 2,233,338 | 28,201 | 19,942 | 0 |
5. Proposal No. 5: Approval of the amended and restated Employee Stock Purchase Plan:
The shareholders of the Corporation approved the amended and restated Employee Stock Purchase Plan by the following vote:
| For | Against | Abstain | Broker Non-Vote |
| 1,318,269 | 274,841 | 38,044 | 650,327 |
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On April 23, 2024, management made a presentation at the Corporation’s 2024 annual meeting of shareholders. A copy of the slide presentation is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and 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 liability under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Corporation’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits. |
| Exhibit Number | Description |
| 99.1 | Annual Meeting Materials |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
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: April 23, 2024 | Muncy Columbia Financial Corporation | ||
| By: | /s/ Joseph K. O’Neill, Jr. | ||
| Name: | Joseph K. O’Neill, Jr. | ||
| Title: | Executive Vice President and Chief Financial Officer | ||