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 30, 2025

BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-39043
95-4547287
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4601 Wilshire Boulevard, Suite 150, Los Angeles, CA
  
   90010
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (323) 634-1700

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
Class A Common Stock, par value $0.01 per share (including attached preferred stock purchase rights)
   BYFC
  
Nasdaq Capital Market

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

(a)
The Broadway Financial Corporation (the “Company”) Annual Meeting of Stockholders was held on June 30, 2025.

(b)
Stockholders voted on the matters set forth below:

1.
 The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on May 19, 2025 were elected to serve until the Annual Meeting of Stockholders to be held in the year 2028 or until their respective successors are duly elected and qualified, based on the following vote:

 
Nominee
Votes For
  
Votes Withheld
  
Broker Non-Votes
  
               
 
Robert C. Davidson, Jr.
2,862,844
  
155,840
  
353,706
  
 
John M. Driver
2,865,762
  
152,922
  
353,706
  
 
Dutch C. Ross III
2,869,362
  
149,322
  
353,706
  

2.
 The proposal to ratify on an advisory (non-binding) basis the appointment of Crowe LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2025 was approved based upon the following votes:

 
Votes for approval
3,287,161
  
 
Votes against
78,489
  
 
Abstentions
6,740
  

3.
The proposal to approve the Company’s executive compensation on an advisory (non-binding) basis was approved based upon the following votes:

 
Votes for approval
2,659,060
  
 
Votes against
162,835
  
 
Abstentions
196,789
  
 
Broker Non-Votes
353,706
  

4.
The proposal to approve an amendment to the Company’s Certificate of Incorporation to remove the provision specifying the circumstances under which cause for removal of a director shall be deemed to exist was approved based upon the following votes:

 
Votes for approval
2,744,922
  
 
Votes against
67,551
  
 
Abstentions
206,211
  
 
Broker Non-Votes
353,706
  

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.
BROADWAY FINANCIAL CORPORATION

   
Date: July 2, 2025
By: 
/s/ Zack Ibrahim

 
Zack Ibrahim

 
Executive Vice President and

 
Chief Financial Officer