{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-036624","form_type":"8-K","ticker":null,"cik":"0001303942","company_name":"BankFinancial CORP","filed_at":"2024-12-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:08.020616+00:00","generated_at":"2026-05-29T08:16:42.608115+00:00","sec_items":["5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"BankFinancial proposes charter amendment for shareholder bylaw power, board declassification, majority vote","bullets":["Board declared charter amendment advisable to give stockholders concurrent power to amend bylaws; vote at 2025 annual meeting.","Amended bylaws (subject to charter approval) declassify board and require majority vote for director election in uncontested contests.","New director resignation policy requires any incumbent failing to receive majority support to offer resignation."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-036624","json":"https://secwatch.observer/filing/0001437749-24-036624.json","markdown":"https://secwatch.observer/filing/0001437749-24-036624.md","text":"https://secwatch.observer/filing/0001437749-24-036624.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1303942/000143774924036624/0001437749-24-036624-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1303942/000143774924036624/bfin20241203c_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-29T08:16:42.608115+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bed6178a2d94361401daf66324834bb2e74b07e5","claim":"BankFinancial CORP: Declared advisable an amendment to the charter to provide that the Board's power to amend bylaws is non-exclusive and permit stockholders with concurrent power to amend bylaws, to be submitted for stockholder approval at the 2025 annual meeting (effective 2024-12-03).","evidence_excerpt":"On December 3, 2024, the Board of Directors (the \"Board\") of BankFinancial Corporation, a Maryland corporation (the \"Company\"), adopted a resolution declaring an amendment to the charter of the Company advisable and directing that the amendment be submitted to the stockholders of the Company for consideration at the 2025 annual meeting of stockholders of the Company (the \"Annual Meeting\"). The amendment will provide that the Board's power to amend the bylaws of the Company (the \"Bylaws\") is non-exclusive and permit an amendment of the Bylaws to provide the stockholders of the Company with the concurrent power to amend the Bylaws (the \"Charter Amendment\").","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1303942/000143774924036624/0001437749-24-036624-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-12-03"}],"fact_type":"governance_change"},{"claim_id":"cc4b63901480f9ec95dd172303e51780e4f33d7a","claim":"BankFinancial CORP: Approved and adopted an amendment and restatement of the Bylaws to provide stockholders with concurrent power to amend bylaws, declassify the Board, and provide for majority vote standard in uncontested elections, subject to stockholder approval of the Charter Amendment.","evidence_excerpt":"The Board also approved and adopted an amendment and restatement of the Bylaws to, among other matters, (a) provide stockholders with the concurrent power to amend, alter or repeal the Bylaws or adopt new provisions of the Bylaws by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter, (b) declassify the Board and (c) provide for the election of a nominee for director in an uncontested election by the affirmative vote of a majority of the total votes cast for and against such nominee (the \"Second Amended and Restated Bylaws\").","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1303942/000143774924036624/0001437749-24-036624-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}