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) ~~March~~May 2728, 2019

MB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-55341	47-1696350
(State or other jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

1920 Rock Spring Road, Forest Hill, Maryland	21050
(Address of principal executive offices)	(Zip Code)

(410) 420-9600

(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))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to ~~(17~~Section ~~CFR §230.405~~12(b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (17 CFR §240.12b-2).~~:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

~~Amendment~~The annual meeting of the shareholders of MB Bancorp, Inc. (the “Company”) was held on May 28, 2019. The final results for each of the matters submitted to ~~Stilwell~~a ~~Standstill~~vote ~~Agreement~~of shareholders at the annual meeting are as follows:

~~On March 27, 2019, MB Bancorp, Inc~~1. ~~(the~~The ~~“Company”)~~following ~~entered~~individuals ~~into~~were ~~the~~elected ~~Amendment~~as todirectors ~~Standstill~~for ~~Agreement~~terms ~~(the~~of ~~“Stilwell Amendment”),~~three ~~with~~years ~~Stilwell~~by ~~Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC and Joseph Stilwell (collectively,~~ the ~~“Stilwell~~following Group”) and Corissa B. Porcelli, which amended the Standstill Agreement (the “Stilwell Standstill Agreement”), dated February 20, 2018, between the Company, the Stilwell Group and Ms. Porcelli (formerly known as Corissa J. Briglia).vote:

The Stilwell Amendment provides that (i) the Board of Directors of the Company agrees to nominate Ms. Porcelli on the Company’s slate of directors at the Company’s 2019 Annual Meeting of Stockholders to serve on the Board of Directors of the Company until the Company’s 2020 Annual Meeting of Stockholders or until her successor, if any, is elected and qualified, (ii) the Board of Directors of the Company agrees to cause the Board of Directors of Madison Bank of Maryland to elect Ms. Porcelli for an additional one year term expiring at the Bank’s 2020 Annual Meeting of Stockholders, or until her successor, if any, is elected and qualified, (iii) Ms. Porcelli agrees to promptly submit her resignation as a director of the Company’s Board of Directors and the Bank’s Board of Directors in the event of the termination of the Stilwell Standstill Agreement prior to the Company’s 2020 Annual Meeting of Stockholders, and (iv) the Stilwell Standstill Agreement will remain in effect for a period expiring as of the close of business on the date of the Company’s 2020 Annual Meeting of Stockholders, provided, however, the Stilwell Group or Ms. Porcelli may terminate the Stilwell Standstill Agreement at any time after the date of the Company’s 2018 Annual Meeting of Stockholders by delivery of written notice to the Company.

	FOR	WITHHELD
David A. Klunk	1,079,752	296,042
Douglas S. Wilson	1,074,280	301,514

The ~~foregoing~~ ~~description~~following isindividuals ~~qualified~~were inelected ~~its~~as ~~entirety~~directors for byterms ~~reference~~of toone ~~the~~year ~~full~~by ~~text of~~ the ~~Stilwell~~following ~~Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.~~vote:

Amendment to Thorp Standstill Agreement

	FOR	WITHHELD
Corissa B. Porcelli	1,295,172	80,622
Jeffrey Thorp	1,330,837	44,957

OnThere ~~March~~were 27469,167 ~~2019,~~broker ~~the~~non-votes ~~Company~~on ~~entered into~~ the ~~Amendment to Standstill Agreement (the “Thorp Amendment”), with Jeffrey Thorp, which amended the Standstill Agreement~~ ~~(the “Thorp Standstill Agreement”), dated February 20, 2018, between the Company and Mr~~proposal. ~~Thorp.~~

~~The Thorp Amendment provides that (i) the Board of Directors of the Company agrees to nominate Mr~~2. ~~Thorp~~The onappointment ~~the Company’s slate~~ of ~~directors~~TGM atGroup ~~the~~LLC Company’s 2019 Annual Meeting of Stockholders to serve on the Board of Directors of the Company until the Company’s 2020 Annual Meeting of Stockholders or until his successor, if any, is elected and qualified, (ii) the Board of Directors of the Company agrees to cause the Board of Directors of Madison Bank of Maryland to elect Mr. Thorp for an additional one year term expiring at the Bank’s 2020 Annual Meeting of Stockholders, or until his successor, if any, is elected and qualified, (iii) Mr. Thorp agrees to promptly submit his resignation as ~~a director of~~ the Company’'s ~~Board~~independent ofregistered ~~Directors~~public ~~and~~accounting ~~the~~firm Bank’s Board of Directors in the event of the termination of the Thorp Standstill Agreement prior to the Company’s 2020 Annual Meeting of Stockholders, and (iv) the Thorp Standstill Agreement will remain in effect for ~~a period expiring as of~~ the ~~close~~fiscal ofyear ~~business~~ending onDecember ~~the date of the Company’s 2020 Annual Meeting of Stockholders~~31, ~~provided,~~2019 ~~however,~~was ~~Mr.~~ratified ~~Thorp~~by ~~may terminate~~ the ~~Thorp~~shareholders ~~Standstill Agreement at any time after the date of the Company’s 2018 Annual Meeting of Stockholders~~ by ~~delivery of written notice to~~ the ~~Company.~~following vote:

The foregoing description is qualified in its entirety by reference to the full text of the Thorp Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

FOR	AGAINST	ABSTAIN
1,714,582	125,157	5,472

~~Item~~There ~~5.02~~were ~~Departure~~no ofbroker ~~Directors~~non-votes oron ~~Certain~~the ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~proposal.

~~(d) With respect to Corissa B~~3. ~~Porcelli,~~An ~~the~~advisory ~~information~~vote ~~disclosed~~was intaken ~~Item~~to ~~1.01~~approve ~~of this Form 8-K regarding~~ the ~~Stilwell~~compensation ~~Amendment~~of to the ~~Stilwell~~ ~~Standstill~~Company's ~~Agreement~~named isexecutive ~~incorporated~~officers ~~herein~~as bydisclosed ~~reference. The foregoing description is qualified~~ in ~~its entirety by reference to~~ the ~~full~~proxy ~~text~~statement ofand the ~~Stilwell~~vote ~~Amendment,~~was ~~which is attached hereto~~ as ~~Exhibit 10.1 and is incorporated herein by reference.~~follows:

With respect to Jeffrey Thorp, the information disclosed in Item 1.01 of this Form 8-K regarding the Thorp Amendment to the Thorp Standstill Agreement is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Thorp Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

FOR	AGAINST	ABSTAIN
1,227,816	131,006	16,972

~~Item~~There ~~9.01~~were ~~Financial~~469,167 ~~Statements~~broker ~~and~~non-votes on ~~Exhibits~~the proposal.

(d) The following exhibit is furnished herewith:

Exhibit 10.1 Amendment to Standstill Agreement, dated March 27, 2019, by and among, MB Bancorp, Inc., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell and Corissa B. Porcelli

Exhibit 10.2 Amendment to Standstill Agreement, dated March 27, 2019, by and between, MB Bancorp, Inc. and Jeffrey Thorp

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.

	MB BANCORP, INC.
Date: April 1, 2019	By:	/s/	Phil Phillips
	(Registrant)
			Phil Phillips
Date: May 31, 2019	By:	/s/ Philip P. Phillips
			President and Chief Executive Officer
		Philip P. Phillips
		President and Chief Executive Officer

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