Item 5.07 Submission of Matters to a Vote of Security Holders
A special meeting of the stockholders of Broadway Financial Corporation
("Broadway") was held on March 17, 2021 (the "Special Meeting") to vote on the
proposals set forth in the definitive joint proxy statement/prospectus of
Broadway, filed with the U.S. Securities and Exchange Commission on February 9,
2021 (the "Proxy Statement"). A total of 14,199,351 shares of Broadway voting
common stock were represented in person or by proxy. This represented
approximately 73.6% of the shares of Broadway voting common stock that were
outstanding and entitled to vote at the Special Meeting, constituting a quorum
for all matters to be presented at the Special Meeting.
The proposals presented at the Special Meeting and the tabulation of the
stockholder votes on each proposal are as follows:
(1) Proposal to approve the Agreement and Plan of Merger dated August 25, 2020
between Broadway and CFBanc Corporation ("CFBanc"), as amended January 14, 2021
(as the same may be amended from time to time, the "Merger Agreement"), pursuant
to which CFBanc will merge with and into Broadway (the "Merger"), which approval
also constitutes approval of the amended and restated certificate of
incorporation for Broadway attached as Annex D to the Proxy Statement.
The stockholders approved the Merger Agreement, with 11,173,486 shares voting
"for", 26,726 shares voting "against" and 10,180 shares abstaining.
Broker non-votes received with respect to this proposal were 2,988,959.
(2) Proposal to approve amendments to Broadway's certificate of incorporation
to effect the conversion of Broadway to a "public benefit corporation" as
defined and provided for by the Delaware General Corporation Law, but only if
the Merger is completed.
The stockholders approved the amendments to Broadway's certificate of
incorporation, with 11,029,977 shares voting "for", 73,226 shares voting
"against" and 107,189 shares abstaining.
Broker non-votes received with respect to this proposal were 2,988,959.
(3) Proposal to approve an increase in the authorized number of shares of
Broadway's voting common stock, which will become Broadway Class A common stock
upon completion of the Merger.
The stockholders approved the increase in the authorized number of shares of
Broadway's voting common stock, with 13,740,847 shares voting "for", 395,659
shares voting "against" and 62,845 shares abstaining.
No broker non-votes were received with respect to this proposal.
(4) Proposal to approve, on an advisory (non-binding) basis, the executive
officer compensation that will or may be paid to Broadway executive officers in
connection with the Merger.
The stockholders approved the executive officer compensation on an advisory
(non-binding) basis, with 10,942,536 shares voting "for", 217,989 shares voting
"against" and 49,867 shares abstaining.
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Broker non-votes received with respect to this proposal were 2,988,959.
(5) Proposal to approve, pursuant to Nasdaq Listing Rule 5635(d), proposed
sales of up to 18,474,000 shares of Broadway common stock in private placements
to institutional and accredited investors at a purchase price of $1.78 per
share.
The stockholders approved the proposed sales of up to 18,474,000 shares of
Broadway common stock in private placements to institutional and accredited
investors at a purchase price of $1.78 per share, with 10,730,970 shares voting
"for", 444,185 shares voting "against" and 35,237 shares abstaining.
Broker non-votes received with respect to this proposal were 2,988,959.
(6) Proposal to approve one or more adjournments of the Broadway special
meeting to solicit additional proxies if, in the judgement of the Broadway board
of directors, sufficient proxies have not been received to constitute a quorum
for the conduct of business and to approve the Merger Agreement and the other
proposals that will be presented at the Special Meeting. A vote on this proposal
was not taken at the Special Meeting because sufficient proxies were received to
approve all of the proposals to be presented at the Special Meeting.
The proxy votes received with respect to this proposal were 13,944,212 shares
voting "for", 173,283 shares voting "against" and 81,856 shares abstaining.
No broker non-votes were received with respect to this proposal.
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BROADWAY FINANCIAL CORPORATION 
