Catalyst Bancorp Inc.
05/19/2022 | Press release | Distributed by Public on 05/19/2022 08:41
Submission of Matters to a Vote of Security Holders - Form 8-K
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
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Date of Report (Date of earliest event reported) |
May 17, 2022 |
Catalyst Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Louisiana |
001-40893 |
86-2411762 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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235 N. Court Street, Opelousas, Louisiana |
70570 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code |
(337) 948-3033 |
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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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Title of each Class |
Trading |
Name of each exchange on which registered |
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Common Stock |
CLST |
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. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders
| (a) | An Annual Meeting of Shareholders (the "Annual Meeting") of Catalyst Bancorp, Inc. (the "Company") was held on May 17, 2022. |
| (b) | There were 5,290,000 shares of common stock of the Company eligible to be voted at the Annual Meeting and 3,944,814 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. |
The items voted upon at the Annual Meeting and the votes for each proposal were as follows:
| 1. | Election of directors for a three-year term: |
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For |
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Withheld |
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Broker Non-votes |
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Todd A. Kidder |
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2,673,774 |
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559,086 |
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711,954 |
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Kirk E. Kleiser |
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2,966,675 |
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266,185 |
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711,954 |
| 2. | To adopt the Company's 2022 Stock Option Plan: |
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For |
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Against |
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Abstain |
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Broker Non-votes |
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2,904,710 |
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301,729 |
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26,421 |
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711,954 |
| 3. | To adopt the Company's 2022 Recognition and Retention Plan and Trust Agreement: |
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For |
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Against |
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Abstain |
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Broker Non-votes |
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2,871,253 |
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322,392 |
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39,215 |
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711,954 |
| 4. | To ratify the appointment of Castaing, Hussey & Lolan, LLC as the Company's independent registered public accounting firm for the year ending December 31, 2022. |
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For |
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Against |
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Abstain |
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3,700,408 |
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224,303 |
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20,103 |
| 5. | To adopt a non-binding resolution to approve the compensation of the Company's named executive officers: |
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For |
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Against |
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Abstain |
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Broker Non-votes |
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2,856,735 |
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295,854 |
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80,271 |
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711,954 |
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| 6. | Advisory vote on the frequency of the non-binding resolution to approve the compensation of the Company's named executive officers: |
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Every 3 Years |
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Every 2 Years |
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Every Year |
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Abstain |
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Broker Non-votes |
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1,786,504 |
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36,251 |
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1,295,114 |
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114,991 |
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711,954 |
At the Annual Meeting, the shareholders of the Company elected each of the nominees as director, adopted the 2022 Stock Option Plan, adopted the 2022 Recognition and Retention Plan and Trust Agreement, adopted the non-binding resolution to approve the compensation of the Company's named executive officers, approved an advisory vote that the frequency of voting on a non-binding resolution to approve compensation of the Company's named executive officers be every three years, and adopted the proposal to appoint the Company's independent registered public accounting firm.
| (c) | Not applicable |
| (d) | At the Annual Meeting, the Company's shareholders recommended, on an advisory basis, that the Company's future advisory votes on executive compensation should be held every three years. Consistent with the shareholder recommendation, the Board of Directors of the Company determined that it will hold an advisory vote on executive compensation every three years. |
ITEM 9.01 Financial Statements and Exhibits
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits
The following exhibits are included herein:
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Exhibit Number |
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Description |
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104 |
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Cover Page Interactive Data File. Embedded within the Inline XBRL document. |
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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.
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CATALYST BANCORP, INC. |
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Date: |
May 19, 2022 |
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By: |
/s/ Joseph B. Zanco |
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Joseph B. Zanco |
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President and Chief Executive Officer |
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