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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): November 20, 2025

PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
000-28304
33-0704889
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

3756 Central Avenue, Riverside, California
92506
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (951) 686-6060

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, par value $.01 per share
  
PROV
  
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 5.07  Submission of Matters to a Vote of Security Holders.

(a)
The Corporation held its virtual Annual Meeting of Shareholders on Thursday, November 20, 2025 solely online via live webcast.

(b)
There were present at the meeting in person or by proxy the holders of 5,736,174 shares of the Corporation’s common stock, representing 88.20 percent of the total votes eligible to be cast, constituting a majority and a quorum of the outstanding shares entitled to vote. The results of the vote for the three items presented at the meeting were as follows:

1.
Election of Directors:
There were three nominees for three open board seats. Accordingly, shareholders elected Debbi H. Guthrie, Kathy M. Michalak and Matthew E. Webb to the Board of Directors for a three-year term ending in 2028 by the following vote:

 
For
  
Withheld
  
Broker Non-Vote
 
Nominee
Number
of Votes
 
Percentage
  
Number
of Votes
 
Percentage
  
Number
of Votes
  
 
Percentage
Debbi H. Guthrie
3,215,117
60.67
  
2,084,647
39.33
  
436,410
  
N/A
Kathy M. Michalak
3,217,063
60.70
  
2,082,701
39.30
  
436,410
  
N/A
Matthew E. Webb
3,216,572
60.69
  
2,083,192
39.31
  
436,410
  
N/A

The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Craig G. Blunden, Judy A. Carpenter, Brian N. Hawley and William E. Thomas.

2.
Advisory Approval of Executive Compensation:
Shareholders approved the advisory resolution for named executive officer compensation by the following vote:

 
Number
of Votes
 
Percentage
For
2,796,098
52.75
Against
2,055,034
38.78
Abstain
448,632
8.47
Broker Non-Vote
436,410
  N/A

3.
Ratification of the Appointment of Independent Auditor:
Shareholders ratified the appointment of Deloitte & Touche, LLP as the Corporation’s independent auditor for the fiscal year ending June 30, 2026 by the following vote:

 
Number
of Votes
 
Percentage
For
5,602,909
97.67
Against
131,087
 2.29
Abstain
2,178
 0.04

(c)
None.



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.

Date:  November 21, 2025
PROVIDENT FINANCIAL HOLDINGS, INC.
 
 
 
 
  /s/ Donavon P. Ternes            
 
Donavon P. Ternes
President and Chief Executive Officer
(Principal Executive Officer)