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~~ 16August 30, 2019

HERITAGE NOLA BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland	000-55817	82-0688069
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

205 North Columbia Street, Covington, Louisiana		70433
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (985) 892-4565

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):

¨ [ ] 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))

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 x~~

If Emerging ~~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. ¨[X]

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. [ ]

Securities registered pursuant to Section 12(b) of the Act: None

Item 58.~~07 Submission of Matters to a Vote of Security Holders~~01 Other Events.

On ~~May~~August 1630, 2019, ~~Heritage~~the ~~NOLA~~Board ~~Bancorp, Inc.~~of (Directors of the “Company”) ~~held~~adopted ~~its~~a ~~2019~~stock ~~Annual~~repurchase ~~Meeting of Stockholders~~program. Under At the repurchase ~~Annual Meeting~~program, ~~stockholders~~the ~~considered~~Company ~~and voted~~may onrepurchase ~~the~~up ~~following~~to ~~matters~~50,000 ~~with~~shares ~~a breakdown~~ of ~~the~~its ~~votes~~common ~~cast set forth below~~stock.

Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1. of the Securities and Exchange Commission. The ~~election~~repurchase ofprogram ~~directors~~has no expiration date.

	For	Withheld	Broker Non-Votes
Elizabeth M. Eustis	747,328	201,966	521,107
Jason S. Hunt	734,479	214,815	521,107

Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

2. The ~~ratification~~timing and amount of share repurchases under the ~~appointment~~repurchase ofprogram ~~Hannis~~may T.be ~~Bourgeois~~suspended, ~~LLP~~terminated asor modified by the Company’s ~~independent~~at ~~registered~~any ~~public~~time ~~accounting firm~~ for any reason, including market conditions, the ~~year~~cost ~~ending~~of ~~December~~repurchasing 31shares, ~~2019~~the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

For	Against	Abstain	Broker Non-Votes
1,439,531	22,935	7,953	0

Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.

Item 9.01 Financial Statements and Exhibits.

(a) Financial ~~statements~~Statements of ~~businesses~~Businesses ~~acquired~~Acquired. Not ~~Applicable. (b) Pro forma financial information. Not Applicable. (c) Shell company transactions: Not Applicable. (d) Exhibits: Not~~ applicable.

(b)	Pro Forma Financial Information. Not applicable.

(c)	Shell Company Transactions. Not applicable.

(d)	Exhibits. 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.

		HERITAGE NOLA BANCORP, INC.
DATE: May 17, 2019	By:	/s/ W. David Crumhorn
DATE: August 30, 2019	By:	/s/ W. David Crumhorn
		W. David Crumhorn
		President and Chief Executive Officer

Filing Compare · Heritage NOLA Bancorp, Inc.