We are making our proxy materials available to our stockholders on the Internet. You may read, print and download our 2023 Annual Report to Stockholders and our Proxy Statement at www.proxyvote.com (or through the Investor Relations link located at the top right of the page of our website at www.carverbank.com). On or about July 28, 2023, we mailed a Notice to Stockholders containing instructions on how to access our proxy materials and vote online. On an ongoing basis, stockholders may request to receive proxy materials in printed form by mail or electronically by email.
Registered stockholders can vote online by visiting www.virtualshareholdermeeting.com/CARV2023 and following the on-screen instructions. The Notice previously provided to you contains the necessary codes required to vote online or by telephone. If you wish to vote by telephone, please call 1-800-690-6903 using a touch-tone phone and follow the prompted instructions. You may also vote by mail by requesting a paper proxy card using the instructions provided in the Notice. Finally, you may vote during the virtual Annual Meeting.
If you are a stockholder whose shares are not registered in your own name, yousee the below section “Important Information Regarding Record Ownership, Beneficial Ownership and Voting at the Annual Meeting” for more information.
You may vote your shares electronicallyby Internet, telephone, regular mail or at the virtual meeting or by oneAnnual Meeting. Each of the following methods:
Vote by Internet, by going to the web address www.proxyvote.com and following the instructions for internetthese voting shownoptions is described on the enclosed proxy card.
Vote by Telephone, by dialing 1-800-690-6903 from any touch-tone telephone and follow the instructions. Have your proxy card available when you callor Notice. You should complete and use the Carver Number and Account Number shown onreturn your proxy card.
Vote by Proxy Card, by completing, signing, dating and mailingcard, or vote using the enclosed proxy cardInternet or telephone voting options, in order to ensure that your vote is counted at the envelope provided.
IfAnnual Meeting, or at any adjournment of the Annual Meeting, regardless of whether you vote by telephone or by internet, please do not mail your proxy card.
plan to attend the virtual Annual Meeting. If you return your signed proxy card or use telephone voting before the Annual Meeting, the named proxies will vote your shares as you direct. You have three choices on each matter to be voted on. For example, for the election of directors, you may (1) vote “FOR” all the nominees, (2) “WITHHOLD” authority for all nominees or (3) Vote “FOR ALL EXCEPT.” See “Proposal One—Election of Directors.” For Proposals Two and Three, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting.
If you send in your proxy card or use telephone voting, but do not specify how you want to vote your shares, the named proxies will vote “FOR” the nominees for election as director (“Proposal One”), “FOR” the ratification of the appointment of BDO USA, LLP, as independent auditors for Carver for the fiscal year ending March 31, 20212024 (“Proposal Two”) and “FOR” the advisory (non-binding) resolution to approve the compensation of our Named Executive Officers (“Proposal Three”).
Important Information Regarding Record Ownership, Beneficial Ownership and Voting at the Annual Meeting
Many of our stockholders hold their shares through brokers, banks, or other nominees, rather than directly in their own names (i.e., a stockholder of record). If your shares are registered directly with our transfer agent, you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to Carver and vote your shares by proxy in the manner described above, or you may personally vote your shares at the Annual Meeting. To participate and vote electronically at the Annual Meeting, visit www.virtualshareholdermeeting.com/CARV2020CARV2023 and follow the instructions on your proxy card. Even if you plan to participatingparticipate in the virtual meeting, we recommend that you vote in advance by proxy.
If you hold your shares in “street name” (i.e.i.e., in a brokerage account), you are not considered to be the “stockholder of record” of those shares. Instead, you are the “beneficial owner” of those shares and your broker is the “stockholder of record.” If you hold your shares in street name, your broker will send these proxy materials to you. As the beneficial owner, you have the right to direct your broker how to vote by filling out a voting instruction form that accompanies your proxy materials. Your broker may allow you to provide voting instructions by telephone. Please see the instruction form provided by your broker that accompanies this proxy statement. As the beneficial owner, you are also invited to participate in the Annual Meeting online. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting online unless you obtain a legal proxy from your broker authorizing you to do so.
Participating in the Virtual Annual Meeting
This year’s Annual Meeting will be a completely virtual meeting of stockholders and will be webcast live over the internet. Please go to www.virtualshareholdermeeting.com/CARV2020CARV2023 for instructions on how to participate in the Annual Meeting. Any stockholder may participate in and listen live to the webcast of the Annual Meeting over the internet at such site. Stockholders as of the record date may vote and submit questions while participating in the Annual Meeting via the internet by following the instructions listed on your Notice or on your proxy card. The webcast will begin at 10:00 a.m., Eastern time, on September 17, 2020.14, 2023. We encourage you to access the meeting prior to the start time.
Quorum and Votes Required
The holders of record of a majority of the total number of votes eligible to be cast in the election of directors represented electronically or by proxy at the Annual Meeting will constitute a quorum for the transaction of business