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 30, 2024
OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Florida | | 000-50755 | | 55-0865043 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
| 2929 East Commercial Boulevard | | | | |
| Ft. Lauderdale, Florida | | | | 33308 |
| (Address of principal executive offices) | | | | (Zip Code) |
| | | (954) 776-2332 | | |
| | | (Registrant’s telephone number, including area code) | | |
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)) |
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| ☐ | 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 registered | | Trading Symbol(s) | | Name of exchange on which registered |
| Common Stock | | OPHC | | 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 1933 (§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.
The 2024 annual meeting of shareholders of OptimumBank Holdings, Inc. (the “Company”) was held on May 30, 2024. There were a total of 9,634,821 shares of common stock outstanding as of the record date for the annual meeting, of which 7,355,282 were present in person or by proxy at the meeting, representing 76.34% of the outstanding shares eligible to vote. The voting results of the meeting are:
Proposal 1 - To elect seven directors:
| | | For | | Withhold | | Broker Non- Vote |
| (1) Moishe Gubin | | 5,960,448 | | 340,254 | | 1,054,580 |
| (2) Joel Klein | | 6,253,368 | | 47,334 | | 1,054,580 |
| (3) Martin Schmidt | | 6,253,371 | | 47,331 | | 1,054,580 |
| (4) Avi Zwelling | | 6,115,501 | | 185,201 | | 1,054,580 |
| (5) Thomas Procelli | | 6,253,368 | | 47,334 | | 1,054,580 |
| (6) Michael Blisko | | 6,253,371 | | 47,331 | | 1,054,580 |
| (7) Steven Newman | | 6,253,371 | | 47,331 | | 1,054,580 |
Proposal 2 –To ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for fiscal year 2024:
| For | | Against | | Abstain |
| 7,315,932 | | 1,297 | | 38,053 |
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.
| OPTIMUMBANK HOLDINGS, INC. | |
| | | |
| Date: | May 31, 2024 | |
| | | |
| By: | /s/ Moishe Gubin | |
| | Moishe Gubin | |
| | Chairman of the Board of Directors | |
