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 27, 2014
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| OHIO | 0-024399 | 34-1856319 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
275 West Federal Street, Youngstown, Ohio 44503-1203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (330) 742-0500
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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 27, 2014, United Community Financial Corp. (“UCFC”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 7, 2014, the voting record date, there were 50,554,281 UCFC common shares outstanding and entitled to vote. At the Annual Meeting, 37,388,488, or 73.96%, of the outstanding common shares entitled to vote were represented by proxy or in person.
(b) (i) Directors elected at the Annual Meeting for a three year term to expire at the 2017 Annual Meeting of Shareholders:
| Number of Votes Cast: | ||||||||||||
| For | Withheld | Broker Non-Votes | ||||||||||
| Richard J. Schiraldi |
25,721,266 | 1,926,456 | 9,740,766 | |||||||||
| Gary M. Small |
25,698,337 | 1,949,385 | 9,740,766 | |||||||||
Other directors whose term of office continued after the Annual Meeting:
Marty E. Adams
Lee J. Burdman
Scott D. Hunter
Zahid Afzal
Patrick W. Bevack
Scott N. Crewson
(ii) With respect to the advisory vote to approve the compensation of UCFC’s named executive officers as disclosed in the proxy statement for the Annual Meeting:
| Number of Votes Cast: | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 21,757,511 | 5,631,366 | 258,845 | 9,740,766 | |||
(iii) Ratification of the selection of Crowe Horwath LLP, certified public accountants, as the auditors of UCFC for the current fiscal year:
| Number of Votes Cast: | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 36,866,856 | 469,057 | 52,575 | N/A | |||
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.
| UNITED COMMUNITY FINANCIAL CORP. | ||
| By: |
/s/ Jude J. Nohra | |
| Jude J. Nohra, General Counsel & Secretary | ||
Date: May 28, 2014