0000943374-21-000288.txt : 20210628 0000943374-21-000288.hdr.sgml : 20210628 20210628163034 ACCESSION NUMBER: 0000943374-21-000288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210625 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20210628 DATE AS OF CHANGE: 20210628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1895 Bancorp of Wisconsin, Inc. CENTRAL INDEX KEY: 0001751692 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38778 FILM NUMBER: 211053851 BUSINESS ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 BUSINESS PHONE: 414-421-8200 MAIL ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 8-K 1 form8k_062521old.htm 1895 BANCORP OF WISCONSIN, INC. FORM 8-K JUNE 25, 2021
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):  June 25, 2021

1895 BANCORP OF WISCONSIN, INC.
(Exact Name of Registrant as Specified in Charter)

Federal
    
001-38778
  
83-3078306
(State or Other Jurisdiction
of Incorporation)
    
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
       
   
 
7001 West Edgerton Avenue, Greenfield, Wisconsin
  
53220
 
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant's telephone number, including area code: (414) 421-8200

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01 per share
  
BCOW
  
The NASDAQ Stock Market, LLC

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

On June 25, 2021, 1895 Bancorp of Wisconsin, Inc., a federal corporation, (“Old 1895 Bancorp of Wisconsin”) held a Special Meeting of Stockholders (the “Special Meeting”) at which meeting the stockholders of Old 1895 Bancorp of Wisconsin approved the mutual to stock conversion of 1895 Bancorp of Wisconsin, MHC (the “MHC”) as well voting on other matters as set forth below. The final vote results on each matter submitted to a vote of stockholders are as follows:

1.
Proposal to approve a Plan of Conversion and Reorganization, whereby 1895 Bancorp of Wisconsin, MHC will convert and reorganize from the mutual holding company structure to the stock holding company structure (the “Conversion”):

Including Votes Cast by 1895 Bancorp of Wisconsin, MHC:

For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,977,575
  
10,002
  
7,979
  
0

Excluding Votes Cast by 1895 Bancorp of Wisconsin, MHC:

For
  
Against
  
Abstain
  
Broker Non-Votes
             
1,295,403
  
10,002
  
7,979
  
0

2.
Proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient proxies at the time of the Special Meeting to approve the Plan of Conversion and Reorganization:

For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,945,474
  
26,741
  
23,341
  
0

3.
Informational proposal to approve a provision in the Articles of Incorporation of 1895 Bancorp of Wisconsin, Inc., a Maryland corporation (“New 1895 Bancorp of Wisconsin”) requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation:

For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,729,057
  
251,920
  
14,579
  
0

4.
Informational proposal to approve a provision in the Articles of Incorporation of New 1895 Bancorp of Wisconsin requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to the Bylaws of New 1895 Bancorp of Wisconsin:

For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,729,957
  
250,920
  
14,679
  
0
5.
Informational proposal to approve a provision in the Articles of Incorporation of New 1895 Bancorp of Wisconsin to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting stock of New 1895 Bancorp of Wisconsin:

For
  
Against
  
Abstain
  
Broker Non-Votes
             
3,706,627
  
253,550
  
35,379
  
0

Item 8.01.
Other Events.

On June 25, 2021, the members of 1895 Bancorp of Wisconsin, MHC, the mutual holding company parent of Old 1895 Bancorp of Wisconsin, approved the Plan of Conversion and Reorganization.






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.


   
1895 BANCORP OF WISCONSIN, INC.
     
     
     
DATE: June 28, 2021
By:  
 /s/ Richard B. Hurd
   
Richard B. Hurd
   
Chief Executive Officer