bafn-20230518


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) May 18, 2023

BAYFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Florida 001-41068 59-3665079
(State or other jurisdiction
of incorporation)
(Commission
file number)
(IRS employer
identification no.)
700 Central Avenue 33701
St. Petersburg, Florida
(Zip Code)
(Address of principal executive offices)
(727) 440-6848
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 registered Trading Symbol(s) Name of exchange on which registered
Common Stock BAFN 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 1933 (§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 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders (the "Annual Meeting") of BayFirst Financial Corp. (the "Company") was held on May 18, 2023. There were a total of 4,098,778 shares of common stock outstanding as of the record date for the Annual Meeting, of which 2,414,158 were present in person or by proxy at the meeting, representing 58.9% of the outstanding shares eligible to vote.
Proposal 1:
A proposal to elect 12 nominees to serve as directors, each for a term expiring at the 2024 Annual Meeting of Shareholders, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:
Nominees Number of Shares Voted For Abstentions and Broker Non-Vote Number of Shares Voted Withheld
Derek S. Berset 2,160,835 1,684,620 253,323
Mark S. Berset 2,158,111 1,684,620 256,047
Dennis R. DeLoach, III 2,351,476 1,684,620 62,682
Alexander Harris 2,229,847 1,684,620 184,311
Tarek Helal 2,397,623 1,684,620 16,535
Anthony N. Leo 2,098,840 1,684,620 315,318
Christos Politis, M.D. 2,068,873 1,684,620 345,285
Anthony Saravanos 2,254,956 1,684,620 159,202
Bradly W. Spoor 2,414,116 1,684,620 42
Sheryl WuDunn 2,393,122 1,684,620 21,036
Thomas G. Zernick 2,393,650 1,684,620 20,508
Barbara J. Zipperian 2,392,978 1,684,620 21,180
Proposal 2.
Adjournment.A proposal to adjourn the BayFirst Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the BayFirst Annual Meeting to approve the BayFirst Board of Directors proposal (the "BayFirst adjournment proposal"). No adjournment of the Annual Meeting was determined to be necessary or appropriate and, accordingly, the Annual Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number

Exhibit Name
Filed Herewith
104*
The information in this report (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


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.
BAYFIRST FINANCIAL CORP.
Date: May 22, 2023
By: /s/ Robin L. Oliver
Robin L. Oliver
Chief Financial Officer and
Chief Operating Officer


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Bayfirst Financial Corp. published this content on 22 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2023 09:38:15 UTC.