Docoh
Loading...

STND Standard AVB Financial

Filed: 20 Jan 21, 8:01am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 19, 2021

  

STANDARD AVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

  

Maryland001-3489327-3100949

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

2640 Monroeville Boulevard,
Monroeville, Pennsylvania, 15146

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (412)856-0363

 

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:

 

 ¨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 exchange on which registered
Common Stock, par value $0.01 per shareSTNDThe 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07Submission of Matters to a Vote of Security Holders.

 

A special meeting of the stockholders of Standard AVB Financial Corp. (the “Company”), the parent holding company for Standard Bank, PaSB, was held on January 19, 2021. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement dated December 8, 2020.

 

All proposals were approved and the final results for the matters submitted to a vote of stockholders at the special meeting are as follows:

 

1.The proposal to approve the Agreement and Plan of Merger (the “merger agreement”), by and among the Company, Dollar Mutual Bancorp, and Dollar Acquisition Sub, Inc., dated as of September 24, 2020:

 

FOR

 

AGAINST

 

ABSTAIN

BROKER

NON-VOTES

3,615,60774,18322,0450

 

2.The proposal to approve, on a non-binding, advisory basis, the compensation to be paid to the named executive officers of the Company if the merger contemplated by the merger agreement is consummated:

 

 

FOR

 

AGAINST

 

ABSTAIN

BROKER

NON-VOTES

3,006,218628,05977,5580

 

Item 8.01Other Events.

 

On January 19, 2021, the Company issued a press release announcing that its stockholders had approved the merger agreement at the special meeting of stockholders. A copy of the Company’s press release dated January 19, 2021 is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Other Exhibits.

 

(d)Exhibits

 

 Exhibit No.Description
   
 99.1Press Release dated January 19, 2021
   
 104Cover Page Interactive Data File (embedded within the 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.

 

 

 STANDARD AVB FINANCIAL CORP.
 (Registrant)
   
   
Date: January 20, 2021By:/s/ Andrew W. Hasley 
  Andrew W. Hasley
  President and Chief Executive Officer