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0001649739FALSE00016497392024-05-162024-05-16


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 16, 2024 

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 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of BayFirst Financial Corp. (the "Company") was held on May 16, 2024. There were a total of 4,134,914 shares of common stock outstanding as of the record date for the Annual Meeting, of which 2,384,160 were present in person or by proxy at the meeting, representing 57.7% 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 2025 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 2,146,362 1,750,754 237,798
Mark S. Berset 2,136,555 1,750,754 247,605
Dennis R. DeLoach, III 2,136,709 1,750,754 247,451
Alexander Harris 2,143,417 1,750,754 240,743
Tarek Helal 2,146,813 1,750,754 237,347
Anthony N. Leo 2,158,045 1,750,754 226,115
Christos Politis, M.D. 2,165,639 1,750,754 218,521
Anthony Saravanos 2,166,114 1,750,754 218,046
Bradly W. Spoor 2,163,358 1,750,754 220,802
Sheryl WuDunn 2,137,158 1,750,754 247,002
Thomas G. Zernick 2,148,749 1,750,754 235,411
Barbara J. Zipperian 2,132,972 1,750,754 251,188
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 17, 2024
By: /s/ Scott J. McKim
Scott J. McKim
Chief Financial Officer