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): April 27, 2017

 

 

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))

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.    ☐

 

 

 


Section 5 – Corporate Governance and Management

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

(a) On April 27, 2017, United Community Financial Corp. (“UCFC”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 8, 2017, the voting record date, there were 49,697,647 UCFC shares outstanding and entitled to vote. At the Annual Meeting, 38,362,912, or 77.19%, of the outstanding common shares entitled to vote were represented by proxy or in person.

(b) (i) The following directors were elected at the Annual Meeting for a three year term to expire at the 2019 Annual Meeting of Shareholders based on the following vote:

 

     Number of Votes Cast:  
     For      Withheld      Broker Non-Votes  

Richard J. Schiraldi

     27,572,557        1,111,209        9,679,146  

Gary M. Small

     27,730,922        952,844        9,679,146  
  

 

 

    

 

 

    

 

 

 

Ellen J. Tressel

     27,653,216        1,030,550        9,679,146  

Other directors whose term of office continued after the Annual Meeting:

Marty E. Adams

Zahid Afzal

Louis M. Altman

Patrick W. Bevack

Lee Burdman

Scott N. Crewson

Scott D. Hunter

(ii) With respect to the advisory vote to approve the compensation of UCFC’s named executive officers as disclosed in the proxy statement, the compensation was approved based on the following:

 

Number of Votes Cast:

For

  

Against

  

Abstain

  

Broker Non-Votes

27,138,925

   869,235    675,606    9,679,146

(iii) The selection of Crowe Horwath LLP as the independent registered public accounting firm of UCFC for the current fiscal year was approved based on the following:

 

Number of Votes Cast:

For

  

Against

  

Abstain

  

Broker Non-Votes

37,557,148

   748,593    57,171    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, Executive Vice President,

General Counsel & Secretary

Date: May 4, 2017