f8k_070115-5468.htm
 

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


July 1, 2015
Date of Report
(Date of earliest event reported)

MSB Financial Corp.
(Exact name of Registrant as specified in its Charter)

United States
  
001-33246
  
34-1981437
(State or other jurisdiction
of incorporation)
  
(SEC Commission
File No.)
  
(IRS Employer
Identification Number)

1902 Long Hill Road, Millington, New Jersey
07946-0417
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
(908) 647-4000
  

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):
   
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).



 
 
 
 

MSB FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07.                      Submission of Matters to a Vote of Security Holders

On July 1, 2015, the Company held a special meeting of stockholders at which the following items were voted on.  The following sets forth the votes cast on each matter.

(1)  
Approval of the Plan of Conversion and Reorganization

For
  
Against
  
Abstain
  
Broker Non-Votes
             
4,330,442
  
9,496
  
2,550
  
48,699
             


(2)  
Approval of an informational proposal regarding approval of a provision in the articles of incorporation of MSB Financial Corp. (Maryland) requiring a supermajority vote to approve certain amendments to the articles of incorporation

For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,794,371
  
536,277
  
11,840
  
48,699
             
(3)  
Approval of an information proposal regarding approval of a provision in the articles of incorporation of MSB Financial Corp. (Maryland) to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding shares


For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,799,788
  
531,972
  
10,728
  
48,699
             

 
(4)
Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies in favor of  the paln of conversion and reorganization


For
  
Against
  
Abstain
  
Broker Non-Votes
             
4,362,088
  
26,499
  
2,600
  
--
             

Item 8.01.  Other Events.
\
On July 1, 2015, the depositors of Millington Savings Bank, a wholly-owned subsidiary of the Registrant also held a special meeting of depositors at which depositors voted to approve the Plan of Conversion and Reorganization.

 
 
 
 

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.


     
MSB FINANCIAL CORP.
       
       
Date:
July 2, 2015
  
By: /s/ Michael A. Shriner
     
Michael A. Shriner
     
President and Chief Executive Officer
     
(Duly Authorized Officer)