Form 8-K STEWARDSHIP FINANCIAL For: May 18

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 18, 2015

 

 

 

Stewardship Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

New Jersey		22-3351447		1-33377
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File Number)		Identification No.)

 

 

630 Godwin Avenue, Midland Park,  NJ		07432
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (201) 444-7100

 

 

 

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(Former name or former address, if changed since last report)

 

 

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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))

 

 

 

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

 

Stewardship Financial Corporation (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 18, 2015. A total of 4,639,734 shares of the Corporation’s common stock entitled to vote were present or represented by proxy at the Annual Meeting constituting a quorum for the transaction of business. The Corporation’s shareholders considered the proposals set forth in the Corporation’s Proxy Statement and took the following actions with respect thereto:

 

Proposal 1: Election of Directors. The shareholders considered the nominees for election named in the Corporation’s Proxy Statement and elected each Wayne Aoki, Robert Turner, William J. Vander Eems and Paul Van Ostenbridge for three-year terms expiring in 2018. The following are the results of the voting:

 

 

Name		For		Withheld		Broker Non-Votes		Uncast
Wayne Aoki		2,660,536		434,458		1,520,835		23,905
Robert Turner		2,627,847		467,147		1,520,835		23,905
William J. Vander Eems		2,717,922		377,072		1,520,835		23,905
Paul Van Ostenbridge		3,026,069		68,925		1,520,835		23,905

 

Proposal 2: Non-Binding Advisory Vote on Executive Compensation. The shareholders considered a non-binding advisory proposal in the form of a resolution approving the overall executive compensation of the Corporation’s executive officers as described in the Corporation’s Proxy Statement and adopted such resolution. The following are the results of the voting:

 

						Number of Votes
For						2,891,683
Against						180,520
Abstained						41,796
Broker Non-Votes						1,520,835
Uncast						4,900

 

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders considered a proposal to ratify the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and ratified such appointment. The following are the results of the voting:

 

						Number of Votes
For						4,597,220
Against						20,902
Abstained						16,712
Uncast						4,900

 

Item 8.01. Other Events

 

On May 20, 2015, Stewardship Financial Corporation issued a press release announcing a the election of Richard W. Culp as Chairman and Howard R. Yeaton as Vice Chairman of the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

(d)

The following exhibit is furnished pursuant to Item 8.01.

 

	Exhibit No.		Description
	Exhibit 99.1		Press Release dated May 20, 2015

 

 

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.

 

 

 

 

 

 

Stewardship Financial Corporation

 

 

Date:  May 21, 2015		/s/  Claire M. Chadwick
		Claire M. Chadwick
		Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

 

Stewardship Financial Corporation and Atlantic Stewardship Bank

Announce the Election of Richard W. Culp as Chairman and

Howard R. Yeaton, Jr. as Vice Chairman of the Board of Directors

 

 

Midland Park, NJ – Robert J. Turner, Corporate Secretary of the Stewardship Financial Corporation (SSFN), and its subsidiary Atlantic Stewardship Bank, both of Midland Park, New Jersey announced the election of Richard W. Culp as Chairman and Howard R. Yeaton, Jr., CPA as Vice Chairman of the Board of Directors for the Corporation and the Bank.

 

Richard W. Culp is an Educational Management Consultant. Previously Chairman Culp was an Executive Vice President with Pearson Education. In this position, he was responsible for all aspects of the Pearson K-12 sales organization totaling over 500 staff and more than $1 billion of annual revenue for print and online instructional materials. Culp has 35 years of progressive business experience. He is a graduate of Bluffton College, Bluffton, Ohio. Chairman Culp has served as a Director of Corporation and the Bank since 2010. Culp currently serves as Chairman of the Investment Committee as well as on the Compensation and Risk Committees.

 

Howard R. Yeaton, Jr., CPA is Managing Principal for Financial Consulting Strategies, LLC located in Midland Park, NJ, a firm providing strategic financial and general business advice to mid-market companies and newly emerging public filing companies. Vice Chairman Yeaton holds a Masters in Business Administration from the University of Connecticut and a Bachelor of Science in Accounting from Florida State University. He is a member of the Financial Executives Institute and the American Institute of CPAs. Yeaton served as member of Atlantic Stewardship Bank’s Bergen County Business Development Board. Vice Chairman Yeaton has served as a Director of the Corporation and the Bank since 2005. Yeaton currently serves as Chairman of the Audit, Risk and Investor Relations Committees and as well as on the Investment Committee.

President and Chief Executive Officer, Paul Van Ostenbridge stated, “The Stewardship Financial Corporation and Atlantic Stewardship Bank welcome Richard W. Culp as Chairman and Howard R. Yeaton, Jr., CPA as Vice Chairman. The Bank is entering its thirtieth year of providing superior financial services to the community under the committed leadership of the Board of Directors. As we transition to this new team, we sincerely express gratitude to the outstanding contributions and foresight provided by William C. Hanse, Esq. and Michael A. Westra, CPA who respectively held the positions of Chairman and Vice Chairman. We are fortunate to still have Directors Hanse and Westra serve on the Boards of the Corporation and the Bank as well as several Board Committees.”

 

About Atlantic Stewardship Bank

Atlantic Stewardship Bank maintains banking locations in Midland Park, Montville, North Haledon, Pequannock, Ridgewood, Waldwick, Westwood, Wyckoff, two offices in Hawthorne, and two offices in Wayne. Established in 1985, ASB is a full-service commercial bank serving both individuals and businesses. The bank is known for tithing 10% of its pre-tax profits to Christian and local charities. To date, the Bank’s tithe donations total $8.2 million. The bank is a subsidiary of Stewardship Financial Corporation trading on the NASDAQ under the symbol SSFN. The bank’s website is www.asbnow.com.

 

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