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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 2, 2025
WILLIAM PENN BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
001-40255 |
85-3898797 |
(State or other jurisdiction of |
(Commission |
(IRS Employer |
incorporation or organization) |
File Number) |
Identification No.) |
10 Canal Street, Suite 104, Bristol, Pennsylvania 19007
(Address of principal executive offices) (Zip Code)
(267) 540-8500
(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:
[☐] 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 $0.01 per share |
WMPN |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 special meeting of the shareholders of William Penn Bancorporation (“William Penn”) was held on April 2, 2025 to consider certain matters related to the Agreement and Plan of Merger, dated as of October 31, 2024 (the “Merger Agreement”), by and between William Penn and Mid Penn Bancorp, Inc. (“Mid Penn”) pursuant to which, on the terms and subject to the conditions set forth therein, Mid Penn will acquire William Penn in an all-stock transaction by means of a merger of William Penn with and into Mid Penn (the “Merger”).
As of January 31, 2025, the record date for shareholders entitled to notice of, and to vote at, the special meeting, there were 9,208,217 shares of William Penn common stock, par value $0.01 per share, issued and outstanding. The holders of 6,105,179 shares of William Penn common stock were present or represented by proxy at the special meeting, constituting a quorum.
The following proposals were considered at the special meeting:
1. |
A proposal to approve and adopt the Merger Agreement, which provides for, among other things, the merger of William Penn with and into Mid Penn (the “William Penn merger proposal”); and |
2. |
A proposal to authorize the board of directors to adjourn the William Penn special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the William Penn special meeting to approve the William Penn merger proposal (the “William Penn adjournment proposal”). |
Each proposal considered and voted on was approved by the requisite vote of William Penn’s shareholders. The final voting results for the William Penn merger proposal is presented below. Because a quorum was present at the special meeting and the William Penn merger proposal received the requisite vote needed for approval, a vote on the William Penn adjournment proposal was withdrawn and not called. For more information on each of these proposals, see the definitive proxy statement filed by William Penn with the U.S. Securities and Exchange Commission on February 11, 2025.
Proposal 1: William Penn merger proposal
Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
5,822,391 |
226,058 |
56,730 |
— |
Item 8.01Other Events.
On April 2, 2025, Mid Penn and William Penn issued a joint press release announcing that the shareholders of both Mid Penn and William Penn have approved the transactions contemplated by the Merger Agreement.
A copy of the joint press release is attached as Exhibit 99.1 and is furnished herewith.
Item 9.01Financial Statements and Other Exhibits.
(d)Exhibits
NumberDescription
99.1Joint Press Release dated April 2, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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 thereunto duly authorized.
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WILLIAM PENN BANCORPORATION |
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Date: April 2, 2025 |
By: |
/s/ Kenneth J. Stephon |
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Kenneth J. Stephon |
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Chairman, President and Chief Executive Officer |
NEWS RELEASE
Contact: Mid Penn Bancorp, Inc.
Jennifer Trautlein
jen.trautlein@midpennbank.com
717-914-6577
William Penn Bancorporation
Kenneth J. Stephon
856-656-2201, ext. 1009
FOR IMMEDIATE RELEASE
Mid Penn Bancorp, Inc. and William Penn Bancorporation Receive Shareholder Approvals for Merger
HARRISBURG, Pa., (April 2, 2025) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) and William Penn Bancorporation (“William Penn”) (NASDAQ: WMPN) announced today that shareholders from both Mid Penn and William Penn overwhelmingly approved Mid Penn’s proposed acquisition of William Penn at special meetings of their respective shareholders held on April 2, 2025.
“The level of support for this transaction was tremendous,” Mid Penn President and CEO Rory G. Ritrievi said. “Of the total number of votes received, over 96% of William Penn shares voted in favor of the merger, and more than 98% of Mid Penn shares voted in favor of our issuance of common stock in connection with the merger.”
The merger will further extend Mid Penn’s footprint into the attractive Greater Philadelphia Metro market, and will expand its presence in Southeastern Pennsylvania and Central and Southern New Jersey. Mid Penn, on a pro forma basis following completion of the merger, is projected to have $6.3 billion in assets.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is the parent company of Mid Penn Bank, a full-service commercial bank. Mid Penn operates 47 retail locations throughout Pennsylvania and central New Jersey, has total assets of approximately $5 billion, and offers a comprehensive portfolio of financial products and services to the communities it serves. To learn more, please visit www.midpennbank.com.
About William Penn Bancorporation
William Penn Bancorporation (NASDAQ: WMPN), headquartered in Bristol, Pennsylvania, is the parent company of William Penn Bank and provides community banking services to individuals and small – to medium-sized businesses in the Delaware Valley area. William Penn currently conducts business through 12 branch offices located in Pennsylvania and New Jersey.
Safe Harbor for Forward-Looking Statements
This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on, among other things, Mid Penn management’s and William Penn management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and Mid Penn and William Penn. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include expectations relating to the anticipated opportunities and financial and other benefits of the business combination transaction between Mid Penn and William Penn, and the projections of, or guidance on, Mid Penn’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in Mid Penn’s business or financial results. Mid Penn and William Penn caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among other things, the following possibilities: the occurrence of any event, change or other circumstance that could give risk to the right of one or both of the parties to terminate the definitive merger agreement entered into between Mid Penn and William Penn; the outcome of any legal proceedings that may be instituted against Mid Penn or William Penn; the failure to satisfy any of the conditions to the business combination transaction on a timely basis or at all; the possibility that the anticipated benefits of the business combination transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Mid Penn and William Penn do business; the possibility that the business combination transaction may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the business combination transaction; changes in Mid Penn’s share price before the closing of the business combination transaction; risks relating to the potential dilutive effect of shares of Mid Penn common stock to be issued in the business combination transaction; and other facts that may affect future results of Mid Penn, William Penn and the combined company. Additional factors that could cause results to differ materially can be found in the “Risk Factors” section of the Registration Statement and Joint Proxy/Prospectus, as well as in Mid Penn’s Annual Report on Form 10-K for the year ended December 31, 2024, William Penn’s Annual Report for the year ended June 30, 2024, and in other documents that Mid Penn and William Penn file with the SEC, which are available at the SEC’s website at www.sec.gov.
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