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): December 29, 2022

 

FIRST SEACOAST BANCORP

(Exact Name of Registrant as Specified in Charter)

 

 

Federal		001-38985		84-2404519
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

633 Central Avenue, Dover, New Hampshire		03820
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 742-4680

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		FSEA		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 December 29, 2022, First Seacoast Bancorp (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The final vote results on each matter submitted to a vote of stockholders are as follows:

 

1.

To approve an Amended and Restated Plan of Conversion and Reorganization, whereby First Seacoast Bancorp, MHC will convert and the Company will reorganize from the mutual holding company structure to the stock holding company structure:

Including Votes Cast by First Seacoast Bancorp, MHC:

 

For		Against		Abstain		Broker Non-Votes
5,024,630		24,030		2,016		-0-

Excluding Votes Cast by First Seacoast Bancorp, MHC:

 

For		Against		Abstain		Broker Non-Votes
1,815,584		24,030		2,016		-0-

 

2.

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 Amended and Restated Plan of Conversion and Reorganization:

 

For		Against		Abstain		Broker Non-Votes
5,010,736		34,324		5,616		-0-

 

3.

Informational proposal to approve a provision in the Articles of Incorporation of First Seacoast Bancorp, Inc. requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation:

 

For		Against		Abstain		Broker Non-Votes
4,692,599		348,885		9,192		-0-

 

4.

Informational proposal to approve a provision in the Articles of Incorporation of First Seacoast Bancorp, Inc. requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to the Bylaws of First Seacoast Bancorp, Inc.:

 

For		Against		Abstain		Broker Non-Votes
4,688,877		359,583		2,216		-0-

 

5.

Informational proposal to approve a provision in the Articles of Incorporation of First Seacoast Bancorp, Inc. to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting stock of First Seacoast Bancorp, Inc.:

 

For		Against		Abstain		Broker Non-Votes
4,648,167		400,293		2,216		-0-

 

Item 8.01.

Other Events.

On December 29, 2022, the members of First Seacoast Bancorp, MHC, the mutual holding company parent of the Company, approved the Amended and Restated Plan of Conversion and Reorganization.

On December 29, 2022, the Company issued a press release to announce the receipt of stockholder approval and member approval. A copy of the press release is filed as on exhibit hereto and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1		Press Release dated December 29, 2022
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

 

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.

 

Dated: December 30, 2022		FIRST SEACOAST BANCORP
		By:		/s/ James R. Brannen
				James R. Brannen
				President and Chief Executive Officer