Current Report Filing (8-k)
27 May 2022 - 12:42AM
Edgar (US Regulatory)
falseAffinity Bancshares, Inc.333-2487453175 HIGHWAY 278COVINGTON000182340600018234062022-05-242022-05-24
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 24, 2022
AFFINITY BANCHSARES, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland
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001-39914
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86-1339773
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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3175 Highway 278, Covington, Georgia
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30014
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (770) 786-7088
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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AFBI
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The Nasdaq Stock Market LLC
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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. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On May 24, 2022, the stockholders of Affinity Bancshares, Inc. (the “Company”) approved the Affinity Bancshares, Inc. 2022 Equity Incentive
Plan (the “Equity Plan”). A description of the material terms of the Equity Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April
18, 2022. A copy of the Equity Plan is being filed as Exhibit 10.1 to this Current Report.
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 24, 2022, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of
directors, the ratification of the independent registered public accounting firm and the approval of the Equity Plan. A breakdown of the votes cast is set forth below.
1.
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The election of Directors, each for a three-year term.
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Marshall L. Ginn
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3,293,351
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511,479
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1,317,547
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Mark J. Ross
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3,627,568
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177,262
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1,317,547
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2.
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The ratification of the appointment of Wipfli LLP as independent registered public accounting firm for the year ending December 31, 2022.
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4,985,448
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91,231
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45,698
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0
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3. The approval the Affinity Bancshares, Inc. 2022 Equity Incentive Plan.
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3,530,562
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236,948
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37,320
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1,317,547
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Item 9.01. |
Financial Statements and Exhibits
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(d) Exhibits:
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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AFFINITY BANCSHARES, INC.
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DATE: May 24, 2022
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By:
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/s/ Tessa M. Nolan
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Tessa M. Nolan
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Senior Vice President and Chief Financial Officer
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