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): May 24, 2022

MARATHON BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland
000-56269
86-2191258
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
  
Identification No.)
     
500 Scott Street, Wausau, Wisconsin
  
54402
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (715) 845-7331

Not Applicable
(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 (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
Not Applicable
  
Not Applicable
  
Not Applicable

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 24, 2022, the stockholders of Marathon Bancorp, Inc. (the “Company”) approved the Company’s 2022 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Marathon 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 April 18, 2022. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07
Submission of Matters to a Vote of Security Holders

A Special Meeting of Stockholders of the Company was held on May 24, 2022. The matter listed below was submitted to a vote of the stockholders through the solicitation of proxies, and the proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2022. The proposal was approved by the Company’s stockholders. The final results of the stockholder vote were as follows:

1.
The approval of the Company’s 2022 Equity Incentive Plan.

With Marathon MHC shares voted
       
For
Against
Abstain
Broker Non-Votes
1,787,750
38,117
6,777
−




Without Marathon MHC shares voted
       
For
Against
Abstain
Broker Non-Votes
561,527
38,117
6,777
−



Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit No.
Description
     

     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.


   
Marathon Bancorp, Inc.
 
 
 
DATE:  May 24, 2022
By:  
 /s/ Nicholas W. Zillges
   
Nicholas W. Zillges
President and Chief Executive Officer