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false 0001303942 0001303942 2022-04-28 2022-04-28
 
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): April 28, 2022
 
 
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
         
Maryland
  
0-51331
  
75-3199276
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
 
 
     
60 North Frontage Road, Burr Ridge, Illinois
  
60527
(Address of Principal Executive Offices)
  
(Zip Code)
 
 
Registrant’s telephone number, including area code: (800) 894-6900
 
Not Applicable
(Former name, former address and former fiscal year, 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
  
BFIN
  
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 8.01.
Other Events.
 
On April 28, 2022, the Board of Directors of BankFinancial Corporation (the “Company”) established the Community and Environmental Committee (the “Committee”).  The Committee is responsible for planning and oversight of the Company's policies, key controls and practices, and results with respect to community and environmental matters, including with respect to regulatory compliance and emerging issues and risks. A copy of the charter for the Community and Environmental Committee is attached as Exhibit 99.1 to this Current Report. 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(a)
Not Applicable.
 
(b)
Not Applicable.
 
(c)
Not Applicable.
 
(d)
Exhibits.
 
 
Exhibit No.
Description
 
BankFinancial Corporation Community and Environmental Committee of the Board of Directors Committee Charter
  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.
 
 
     
BANKFINANCIAL CORPORATION
(Registrant)
  
           
Date:
 May 4, 2022  
By:
/s/ F. Morgan Gasior
  
       
F. Morgan Gasior
  
       
Chairman of the Board, Chief Executive Officer and President
 
 
 
ex_369832.htm

Exhibit No. 99.1

 

 

BANKFINANCIAL CORPORATION

COMMUNITY AND ENVIRONMENTAL COMMITTEE

OF THE BOARD OF DIRECTORS COMMITTEE CHARTER

 

(Adopted by the Board of Directors on April 28, 2022)

 

I.

PURPOSE OF THE COMMITTEE

 

The Community and Environmental Committee shall be directly responsible for planning and oversight of the functions described in the Scope of Responsibilities set forth below.

 

II.

SCOPE OF RESPONSIBILITIES

 

The scope of the Community and Environmental Committee responsibilities shall include monitoring and oversight of the policies, key controls and practices, and results with respect to the topics delineated herein. The Committee shall also conduct and facilitate reviews, meetings, assessments and take such other actions necessary and appropriate to its Scope of Responsibilities.

 

Community:

 

Monitor performance regarding matters involving regulatory compliance, and emerging issues or risks, with respect to:

 

 

●

Community Investment & Economic Development
 

●

Equal Credit Opportunity
 

●

Financial Product Suitability
 

●

Equal Employment Opportunity
 

●

Workplace Health & Safety Protection
 

●

Workforce Development & Eligibility

 

Environmental:

 

Monitor performance regarding matters involving regulatory compliance, and emerging issues or risks, with respect to:

 

 

●

Environmental Risk Management

 

Flood Disaster Prevention

Environmental Contamination Detection & Prevention Politically-Exposed Industries

Environmentally-Sensitive Collateral

 

Monitor performance and initiatives regarding risks, opportunities and progress with respect to:

 

 

●

Environmental Development

 

Sustainable Energy Development

Clean Energy Consumption

 

III.

MEMBERSHIP

 

The Board shall appoint the members of the Community and Environmental Committee annually. All members of the Committee shall be free of any relationship that would compromise their exercise of independent judgment as Committee members.

 

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IV.

FREQUENCY OF MEETINGS

 

The Committee shall meet periodically as necessary to execute its functions and responsibilities. The Committee shall also meet at the request of the Chief Executive Officer or a majority of the Board of Directors. The Board of Directors shall designate a Chair of the Committee. The Committee Chair shall approve an agenda in advance of each meeting. A majority of the members of the Committee shall constitute a quorum. The Committee shall maintain minutes or other records of its meetings and activities.

 

The Committee shall, through its Chair, report regularly to the Board following the meetings of the Committee, addressing the matters designated by this Charter and such other related matters as the Committee may deem appropriate.

 

V.

AUTHORITY

 

The Committee may conduct or authorize investigations into any matters within its scope of this Charter. The Committee may also take any other action permitted by applicable laws, rules and regulations necessary to accomplish any action authorized by this charter. The Committee may conduct meetings in executive session with members of the Board of Directors or new candidates (in each case, either individually or jointly) to affect the appropriate environment of communication and coordination for the Company’s control environment.

 

The Committee may request reports from the Chief Executive Officer or General Counsel. The Committee may also retain (and determine the funding for) experts to advise or assist it, including outside counsel, search firms or other advisors, and the Company must provide sufficient funding for any such assistance.

 

VI.

CONCLUSION

 

The Committee is to serve as an independent and objective party to monitor the Company’s community and environmental practices for the effective management of the Company’s responsibilities and activities within its Scope of Responsibilities.

 

 

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