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 16, 2023

CULLMAN BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
001-40607
61-1990996
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

316 Second Avenue SW, Cullman, Alabama
35055
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (256) 734-1740

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
  
CULL
  
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 May 16, 2023, Cullman Bancorp, Inc. held its Annual Meeting of Stockholders.  At the Annual Meeting, stockholders considered the election of directors, the ratification of the independent registered public accounting firm and the approval of an equity incentive plan.  The results of the voting are set forth below.

1.
The election of Directors, each for a three-year term.

 
For
  
Withhold
  
Broker Non-Votes
           
Nancy F. McClellan
4,698,692
  
121,361
  
1,021,272
Lynne Butler Morton
4,275,123
  
544,930
  
1,021,272

2.
The ratification of the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2023.

For
  
Against
  
Abstain
  
Broker Non-Votes
             
5,594,349
  
242,978
  
3,998
  
0

3.
The approval of the Cullman Bancorp, Inc. 2023 Equity Incentive Plan.

For
  
Against
  
Abstain
  
Broker Non-Votes
             
4,572,017
  
135,797
  
112,239
  
1,021,272

Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit No.   Exhibit


 10.1


104
Cover Page Interactive Data File (embedded within the 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.

   
CULLMAN BANCORP, INC.
     
     
DATE: May 17, 2023
By:  
 /s/ John A. Riley, III
   
John A. Riley, III
   
President and Chief Executive Officer