f8k_111813-5468.htm

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


November 18, 2013
Date of Report
(Date of earliest event reported)

MSB Financial Corp.
(Exact name of Registrant as specified in its Charter)

United States
  
001-33246
  
34-1981437
(State or other jurisdiction
of incorporation)
  
(SEC Commission
File No.)
  
(IRS Employer
Identification Number)

1902 Long Hill Road, Millington, New Jersey
07946-0417
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
(908) 647-4000
  

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):
   
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).



 
 
 

MSB FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

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

On November 18, 2013, the Company held its annual meeting of stockholders at which the following items were voted on.

(1)  
Election of Directors

Nominee
  
For
  
Withheld
  
Broker Non-Votes
             
For a Term to Expire in 2015
  
4,256,484
  
84,277
  
363,212
Donald J. Musso
            
             
For a Term to Expire in 2016
            
E. Haas Gallaway, Jr.
  
4,247,513
  
93,248
  
363,212
W. Scott Gallaway
  
4,247,913
  
92,848
  
363,212
Michael A. Shriner
  
4,250,120
  
90,641
  
363,212

There were no abstentions in the election of directors.

(2)  
Ratification of appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending June 30, 2014.

For
  
Against
  
Abstain
         
4,682,113
  
4,592
  
17,268
         

There were no broker non-votes on the ratification of auditors.

(3)           Approval of a non-binding advisory vote on executive compensation.
 
For
  
Against
  
Abstain
  
Broker
Non-Vote
4,238,104
  
79,898
  
19,759
  
366,212

(4)           Whether advisory votes on executive compensation should occur every one, two or threeyears.

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker
Non-Vote
716,023
  
27,397
  
3,582,384
  
14,957
  
363,212

(d)           The Registrant’s Board of Directors has determined in light of the vote on Proposal 4 above to include a shareholder advisory vote on executive compensation in its proxy materials every three years.

 
 
 

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.


     
MSB FINANCIAL CORP.
       
       
Date:
November 19, 2013
By:
 /s/ Michael A. Shrier 
     
Michael A. Shriner
     
President and Chief Executive Officer
     
(Duly Authorized Officer)