prov8kip112613.htm
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): November 26, 2013

PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
000-28304
33-0704889
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

3756 Central Avenue, Riverside, California
92506
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (951) 686-6060


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.
 
[   ]  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))


 
 
 


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

Provident Financial Holdings, Inc. (“Corporation”) held its Annual Meeting of Shareholders on Tuesday, November 26, 2013 in Riverside, California.  There were present at the meeting in person or by proxy the holders of 9,529,647 shares of the Corporation’s common stock, representing 93.4 percent of the total votes eligible to be cast, constituting a majority and a quorum of the outstanding shares entitled to vote.  The results of the vote for the four items presented at the meeting were as follows:

1.  
Election of Directors:
Shareholders elected the following nominees to the Board of Directors for a three-year term ending 2016 by the following vote:

 
For
  
Withheld
  
Broker Non-Vote
 
Nominee
Number
of Votes
 
Percentage
  
Number
of Votes
 
Percentage
  
Number
of Votes
  
 
Percentage
Joseph P. Barr
4,893,683
66.6
  
2,458,612
33.4
  
2,177,352
  
N/A
Bruce W. Bennett
4,893,878
66.6
  
2,458,417
33.4
  
2,177,352
  
N/A
Debbi H. Guthrie
4,848,188
65.9
  
2,504,107
34.1
  
2,177,352
  
N/A

The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Craig G. Blunden, Judy A. Carpenter, Roy H. Taylor and William E. Thomas.

2.  
Advisory (Non-Binding) Vote on Executive Compensation:
Shareholders approved the executive compensation by the following vote:

 
Number
of Votes
 
Percentage
For
7,191,611
97.8
Against
     135,397
  1.8
Abstain
   25,287
  0.4
Broker Non-Vote
2,177,352
N/A

3.  
Approval of 2013 Equity Incentive Plan:
Shareholders approved the 2013 Equity Incentive Plan, which consists of 300,000 stock options and 300,000 shares of restricted stock, by the following vote:

 
Number
of Votes
 
Percentage
For
6,414,465
87.3
Against
914,335
12.4
Abstain
23,495
  0.3
Broker Non-Vote
2,177,352
N/A


 
 
 
4.  
Ratification of Appointment of Independent Auditor:
Shareholders ratified the appointment of Deloitte & Touche LLP as the Corporation’s independent auditor for the fiscal year ending June 30, 2014 by the following vote:

 
Number
of Votes
 
Percentage
For
9,441,300
99.1
Against
     56,894
  0.6
Abstain
       31,453
  0.3

The recent amendment to the Corporation's bylaw director qualification provision was discussed, which is incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2013.  The Chairman of the Board made the Annual Meeting Presentation, which is posted on the Corporation’s website, www.myprovident.com, under Presentations in the Investor Relations section.  A copy of the Annual Meeting Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits.

(d)Exhibits

The following exhibit is being filed herewith and this list shall constitute the exhibit index:

99.1      
Annual Meeting Presentation of Provident Financial Holdings, Inc.
 
 
 
 
 
 
 
 
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.
 
 
Date:  November 27, 2013  Provident Financial Holdings, Inc. 
 
 
 
 
  /s/ Donavon P. Ternes                       
  Donavon P. Ternes 
 
President, Chief Operating and
Chief Financial Officer