KFFB Kentucky First Federal Bancorp

 

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): August 29, 2024

 

KENTUCKY FIRST FEDERAL BANCORP

(Exact name of registrant as specified in its charter)

 

United States		0-51176		61-1484858
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation)				Identification No.)

 

655 Main Street, Hazard, Kentucky		41702
(Address of principal executive offices)		(Zip Code)

 

(502) 223-1638

(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, $0.01 par value per share		KFFB		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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 29, 2024, the Board of Directors (the “Board”) of Kentucky First Federal Bancorp (the “Company”) appointed R. Clay Hulette as a director of the Company, effective August 29, 2024, for an initial term expiring at the 2024 annual meeting of stockholders or until his successor shall have been duly elected and qualified. The Board of Directors of the Company has also nominated Mr. Hulette for election at the Company’s 2024 annual meeting of stockholders to serve for a term expiring in 2026. At this time, Mr. Hulette has not been named to serve on any committee of the Company, and the Board has not identified any committee to which he is expected to be appointed. Mr. Hulette’s appointment will fill the vacancy created by the recent retirement of Tony D. Whitaker from the Board of Directors of the Company.

 

Mr. Hulette previously served as Vice President, Treasurer and Chief Financial Officer of the Company from its inception in March 2005 until his retirement on January 2, 2024. Mr. Hulette also served as Vice President and Chief Financial Officer of Frankfort First Bancorp, Inc., a subsidiary of the Company from 2000 until his retirement, served as President of First Federal Savings Bank of Kentucky (“First Federal of Kentucky”), a subsidiary of the Company, from March 2007 until his retirement, and served as Frankfort Area President of First Federal of Kentucky from January 2013 until his retirement. Mr. Hulette currently serves as a director of First Federal of Kentucky, a position he has held since January 2012.

 

For his service on the Company’s Board, Mr. Hulette will receive the standard non-employee director compensation, prorated for the portion of the fiscal year that he serves. The Company’s non-employee director compensation program is described under the heading “Director Compensation” in the Company’s most recent proxy statement as filed with the Securities and Exchange Commission on October 12, 2023, which description is incorporated herein by reference.

 

Mr. Hulette’s spouse, Teresa Hulette, serves as Executive Vice President of First Federal of Kentucky. Since July 1, 2023, Mrs. Hulette’s aggregate compensation totaled approximately $122,000.

 

Item 8.01

Other Events.

 

On September 4, 2024, the Company issued a press release announcing the selection of Walter G. Ecton, Jr. as Chair of the Company’s Board of Directors and the appointment of Mr. Hulette as a director of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits

 

(a)

Not applicable

 

(b)

Not applicable

 

(c)

Not applicable

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated September 4, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	KENTUCKY FIRST FEDERAL BANCORP
Date: September 4, 2024	By:	/s/ Don D. Jennings
		Don D. Jennings
		President and Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Kentucky First Federal Bancorp

 

Hazard, Frankfort, Danville and Lancaster, Kentucky

For Immediate Release September 4, 2024

Contact:

Kentucky First Federal Bancorp

Don Jennings, President

(502) 223-1638

 

Kentucky First Federal Bancorp Announces Appointment of Director, Selection of Chairman

 

Kentucky First Federal Bancorp (Nasdaq: KFFB), the holding company for First Federal Savings Bank of Kentucky and First Federal Savings and Loan of Hazard, has announced that R. Clay Hulette has been selected to the company’s board of directors. He will serve until the company’s annual meeting, to be held on November 14, 2024, at which time he will run for a two-year term to complete the unexpired term of the retried Tony Whitaker.

 

Mr. Hulette is currently a member of the Board of Directors of First Federal Savings Bank of Kentucky and has served in that capacity since 2012. Mr. Hulette was employed at First Federal in 1997 and served as Vice President and Treasurer until 2007, at which point he was named President of First Federal. Mr. Hulette also served as Chief Financial Officer of Kentucky First Federal Bancorp beginning at its inception in 2005. Mr. Hulette retired from the bank and company on January 1, 2024. Mr. Hulette’s spouse, Teresa Hulette, serves as Executive Vice President of First Federal.

 

Walter G. Ecton, Jr., has been elected Chairman of the Board of Kentucky First Federal Bancorp. Mr. Ecton has been a director of the company since its inception in 2005. Mr. Ecton is also a director of First Federal Savings and Loan of Hazard, a position he has held since 2004. Mr. Ecton is engaged in the private practice of law in Richmond, Kentucky.

 

This press release may contain certain statements that are not historical facts and are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995, that are subject to certain risks and uncertainties. These forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “intend” and “potential,” or words of similar meaning, or future or conditional verbs such as “should,” “could,” or “may.” Forward-looking statements include statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. Kentucky First Federal Bancorp’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to general economic conditions; prices for real estate in the Company’s market areas; the interest rate environment and the impact of the interest rate environment on our business, financial condition and results of operations; our ability to successfully execute our strategy to increase earnings, increase core deposits, reduce reliance on higher cost funding sources and shift more of our loan portfolio towards higher-earning loans; our ability to pay future dividends and if so at what level; our ability to receive any required regulatory approval or non-objection for the payment of dividends from First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky to the Company or from the Company to shareholders; competitive conditions in the financial services industry; changes in the level of inflation; changes in the demand for loans, deposits and other financial services that we provide; the possibility that future credit losses may be higher than currently expected; competitive pressures among financial services companies; the ability to attract, develop and retain qualified employees; our ability to maintain the security of our data processing and information technology systems; the outcome of pending or threatened litigation, or of matters before regulatory agencies; changes in law, governmental policies and regulations, rapidly changing technology affecting financial services, and the other matters mentioned in Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 and in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2023 and for the period ended September 30, 2023. Except as required by applicable law or regulation, the Company does not undertake the responsibility, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

 

Kentucky First Federal Bancorp is the parent company of First Federal Savings and Loan Association, which operates one banking office in Hazard, Kentucky and First Federal Savings Bank of Kentucky, which operates six banking offices in Kentucky, including three in Frankfort, two in Danville, and one in Lancaster. Kentucky First Federal Bancorp shares are traded on the NASDAQ National Market under the symbol KFFB. At June 30, 2024, the Company had approximately 8,086,715 shares outstanding of which approximately 58.5% was held by First Federal MHC.

 

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Cover	Aug. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 29, 2024
Entity File Number	0-51176
Entity Registrant Name	KENTUCKY FIRST FEDERAL BANCORP
Entity Central Index Key	0001297341
Entity Tax Identification Number	61-1484858
Entity Incorporation, State or Country Code	X1
Entity Address, Address Line One	655 Main Street
Entity Address, City or Town	Hazard
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	41702
City Area Code	502
Local Phone Number	223-1638
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	KFFB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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