false 0001303942 0001303942 2024-12-03 2024-12-03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Former name, former address and former fiscal year, 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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

At the annual meeting of stockholders of BankFinancial Corporation, a Maryland corporation (the “Company”), held on July 21, 2025 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the charter of the Company providing that the power of the board of directors of the Company (the “Board”) to amend the bylaws of the Company (the “Bylaws”) is non-exclusive and permitting an amendment of the Bylaws to provide the stockholders of the Company with the concurrent power to amend the Bylaws (the “Charter Amendment”).  Articles of Amendment setting forth the Charter Amendment were filed with and accepted for record by the State Department of Assessments and Taxation of Maryland on July 24, 2025 and are attached as Exhibit 3.1 to this Current Report and incorporated by reference into this Item 5.03.

 

On December 3, 2024, the Board approved and adopted an amendment and restatement of the Bylaws to, among other matters, (a) provide stockholders with the concurrent power to amend, alter or repeal the Bylaws or adopt new provisions of the Bylaws by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter, (b) declassify the Board and (c) provide for the election of a nominee for director in an uncontested election by the affirmative vote of a majority of the total votes cast for and against such nominee (the “Second Amended and Restated Bylaws”).  The approval and adoption of the Second Amended and Restated Bylaws was subject to, and the Second Amended and Restated Bylaws became effective upon, the approval of the Charter Amendment by the stockholders of the Company at the Annual Meeting.  The Second Amended and Restated Bylaws are attached as Exhibit 3.2 to this Current Report and incorporated by reference into this Item 5.03.

 

This Current Report includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “anticipate,” “estimates,” “intends,” “plans,” and similar expressions. A variety of factors could cause the Company’s actual results to differ from those expected at the time of this Current Report. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to the Company’s most recent Annual Report on Form 10-K as filed with the SEC, as supplemented by subsequent filings with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Forward looking statements speak only as of the date they are made, and the Company does not undertake to update them to reflect changes.

 

 

 

 

 

 

 

 

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.