7efa6dc2eba348d

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 22, 2013 (May 16, 2013)

 

 

CENTRAL FEDERAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

0-25045

34-187713

(State or Other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification Number)

 

 

2923 Smith Road, Fairlawn, Ohio

44333

(330) 666-7979

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number)

 

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))

 

 

 

 

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

The Company held its Annual Meeting on May 16, 2013, the purpose of which was to consider and vote upon the individual matters as described below. The results of the voting were as follows:

 

1. A vote was taken on the election of three directors for three-year terms expiring in 2016Results of the voting were as follows:

 

 

 

 

 

 

 

 

Nominee

 

For

 

Votes Withheld

 

Broker  Non-votes

 

 

 

 

 

 

 

Thomas P. Ash

 

7,593,984 

 

29,152 

 

6,037,584 

James H. Frauenberg II

 

7,596,217 

 

26,919 

 

6,037,584 

Donal Malenick

 

7,571,015 

 

52,121 

 

6,037,584 

 

2. The approval of a non-binding advisory vote on the compensation of executives as disclosed in the proxy statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

For

 

Against

 

Abstain

 

Non-votes

 

 

 

 

 

 

 

7,098,354 

 

477,209 

 

47,573 

 

6,037,584 

 

3. Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

 

 

 

 

 

 

 

 

 

Every 1 Year

 

Every 2 Years

 

Every 3 Years

 

Abstain

 

Broker  Non-votes

 

 

 

 

 

 

 

 

 

6,847,016

 

247,896

 

78,263

 

449,961

 

6,037,584

 

4. Approval of the First Amendment to the Central Federal Corporation 2009 Equity Compensation Plan to increase the number of shares of common stock reserved for awards thereunder to 1,500,000.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

For

 

Against

 

Abstain

 

Non-votes

 

 

 

 

 

 

 

6,883,872

 

713,697

 

25,567

 

6,037,584

 

5.  Ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013:

 

For

 

Against

 

Abstain

 

 

 

 

 

13,623,348 

 

22,905 

 

14,467 

 

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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.

 

Central Federal Corporation

 

 DateMay 22, 2013By:   /s/ John W. Helmsdoerfer

John W. Helmsdoerfer, CPA

Chief Financial Officer

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