PONCE FINANCIAL GROUP, INC. : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

Ponce Financial Group, Inc. (NASDAQ: PDLB), the holding company for Ponce Bank held its annual shareholder meeting on May 25, 2022. The business conducted at the annual meeting consisted of the election of (a) (i) three directors for a term expiring in 2025 and (ii) one director for a term expiring in 2023 and (b) the ratification of the appointment of Mazars USA LLP as independent registered public accounting firm for the year ending December 31, 2022. The following is a summary of the voting results for each matter presented to the stockholders:

  (a) Proposal I - Election of Directors



                                                      Broker
                       For           Withheld        Non-Vote

Maria Alvarez 14,448,412 2,321,707 3,730,418 Julio Gurman 14,513,816 2,256,303 3,730,418 Carlos P. Naudon 15,612,681 1,157,439 3,730,418 James Perez 15,705,750 1,064,369 3,730,418

With respect to the foregoing Proposal I, each nominee was elected to the Board of Directors of Ponce Financial Group, Inc.

(b) Proposal II - Ratification of the appointment of Mazars USA LLP as Ponce Financial Group, Inc.'s independent registered public accounting firm for the year ending December 31, 2022.

    For            Against       Abstain

15,886,591 1,036,849 35,242

There were no broker non-votes.

The foregoing Proposal II was approved.

Item 8.01 Other Events.

Remarks of Carlos P. Naudon, President and CEO of Ponce Financial Group, Inc., delivered at the annual meeting of stockholders, held on May 25, 2022.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.


Exhibit                                 Description
 Number
             Copy of the remarks of Carlos P. Naudon, President and CEO of Ponce
  99.1     Financial Group, Inc., delivered at the annual meeting of
           stockholders, held on May 25, 2022.

  104      Cover Page Interactive Data File (embedded within the Inline XBRL)

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