UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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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 17, 2020

 

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BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

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Registrant’s telephone number, including area code: (800) 894-6900

Not Applicable

(Former name or former address, if changed since last report)

 

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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):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

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).

On December 17, 2020, the Board of Directors of BankFinancial Corporation (the “Company”), the holding company for BankFinancial, NA, a national bank (the “Bank”), appointed Debra Zukonik to the Board of Directors, effective immediately.  Ms. Zukonik is the co-owner and Chief Credit Officer of Dare Capital Partners, LLC, which provides asset-based lending and accounts receivable factoring to selected small and medium-size businesses, and co-investment in asset-based lending or accounts receivable factoring facilities to selected financial institutions.  Ms. Zukonik is also a co-owner of FactorHelp, Inc., which is a factoring consulting firm, and a co-owner of Factor Solutions, LLC, which provides servicing for factoring transactions.  Ms. Zukonik is a member of the Board of Directors of the American Factoring Association, and she previously served on the Executive Committees of the Commercial Finance Association Board of Directors and the International Factoring Association Board of Directors.

Ms. Zukonik will receive the standard compensatory arrangements that the Company currently provides its non-employee directors, as described in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on April 17, 2020.

The Company has not determined what committees, if any, Ms. Zukonik will be appointed to.  At the time of her appointment, the Bank had no existing transactions with entities co-owned by Ms. Zukonik.  However, the Bank may enter into certain transactions which could cause the Company to determine that Ms. Zukonik would not qualify as an independent director as defined in Rule 5605(a)(2) of the listing standards of the NASDAQ Stock Market.  Accordingly, the Company does not presently intend to appoint Ms. Zukonik to the Company’s Audit, Corporate Governance & Nominating, or the Human Resources Committees.

Item 9.01

Financial Statements and Exhibits

Not applicable.

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.