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): January 27, 2022
KENTUCKY FIRST FEDERAL BANCORP
(Exact name of registrant as specified in its charter)
| United States | 0-51176 | 61-1484858 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
655 Main Street, Hazard, Kentucky 41702
(Address of principal executive offices) (Zip Code)
(502) 223-1638
(Registrant’s telephone number, including area code)
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:
| ☐ | 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, $0.01 par value per share | KFFB | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) On January 27, 2022, the Board of Directors of Kentucky First Federal Bancorp (the “Company”) appointed Lou Ella Farler to the Company’s Board of Directors effective immediately. Mrs. Farler currently serves as a director of the Company’s wholly owned subsidiary, First Federal Savings and Loan Association of Hazard (“First Federal of Hazard”). She served as President and Chief Executive Officer of First Federal of Hazard from January 1, 2013 until her retirement effective December 31, 2018. It is expected that Mrs. Farler will serve on the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee of the Company’s Board.
Mrs. Farler was not selected in connection with any arrangements or understandings with any persons. She will receive customary fees for her service on the Company’s Board of Directors and the committees thereof (as applicable).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 27, 2022, the Board of Directors of the Company amended Article III, Section 2 of the Company’s bylaws to increase the number of directors from seven to eight, effective immediately. The text of the amended bylaw provision is filed as Exhibit 3.1 and incorporated herein by reference.
| Item 8.01 | Other Events |
On January 31, 2022, the Company issued a press release announcing the appointment of Mrs. Farler to the Board of Directors of the Company. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a)-(c) | Not applicable |
| (d) | Exhibits |
| Number | Description | |
| 3.1 | Amendment No. 3 to the Bylaws of Kentucky First Federal Bancorp | |
| 99.1 | Press Release dated January 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| KENTUCKY FIRST FEDERAL BANCORP | ||
| (Registrant) | ||
| Date: February 2, 2022 | By: | /s/ R. Clay Hulette |
| R. Clay Hulette | ||
| Vice President and Chief Finance Officer | ||
2
Exhibit 3.1
Article III, Section 2 of the Bylaws has been amended to read as follows:
Section 2. Number and Term. The board of directors shall consist of eight members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.
Adopted: January 27, 2022
Exhibit 99.1
Kentucky First Federal Bancorp
Hazard, Kentucky, Frankfort, Kentucky, Danville, Kentucky and Lancaster, Kentucky
For Immediate Release January 31, 2022
Contact: Don Jennings, President, or Clay Hulette, Vice President
(502) 223-1638
216 West Main Street
P.O. Box 535
Frankfort, KY 40602
Kentucky First Federal Bancorp Appoints New Director
Kentucky First Federal Bancorp (Nasdaq: KFFB) (the “Company”), the holding company for First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky, Frankfort, Kentucky, announced that Lou Ella Farler has been appointed to serve on the Company’s Board of Directors.
Mrs. Farler served her entire career at First Federal Savings and Loan of Hazard including six years as the bank’s President and CEO, ending with her retirement in 2018. She has served on the Board of Directors of First Federal of Hazard since 2011. She is a life-long resident of Hazard and has been very active in various community and civic activities including ten years as a City Commissioner.
Chairman Tony Whitaker stated, “We are thrilled with the addition of Mrs. Farler to the Company’s Board. Her wise counsel and guidance, the experience she offers the Company from her distinguished career with First Federal Savings and Loan of Hazard, and her commitment and knowledge to Hazard, one of our Company’s core markets makes her an excellent addition to the Board.” President Don Jennings added, “The board could not have found a person who engenders more respect and admiration from both members of her community and from those she has worked with in the Company through the years.”
Mrs. Farler will serve until the 2022 annual meeting of the Company at which point she will stand for election to an ongoing term. It is expected that she will be appointed to the Board’s Audit, Compensation and Nominating and Corporate Governance Committees.
This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors including, but not limited to, real estate values, the impact of interest rates on financing, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Company, changes in the securities markets and the Risk Factors described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2021. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved.
Kentucky First Federal Bancorp is the parent company of First Federal Savings and Loan Association of Hazard, which operates one banking office in Hazard, Kentucky and First Federal Savings Bank of Kentucky, which operates three banking offices in Frankfort, Kentucky, two banking offices in Danville, Kentucky and one banking office in Lancaster, Kentucky. Kentucky First Federal Bancorp shares are traded on the Nasdaq National Market under the symbol KFFB. At December 31, 2021, the Company had approximately 8,218,215 shares outstanding of which approximately 57.5% was held by First Federal MHC.