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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~December 15, 2014~~

Date of Report (Date of earliest event reported): January 9, 2015

BENEFICIAL MUTUAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States	1-33476	56-2480744
(State or other jurisdiction of	(Commission	(IRS Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)	File Number)	Identification No.)

Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip Code)

(215) 864-6000

(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:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

A special meeting of the stockholders of Beneficial Mutual Bancorp, Inc. (the “Company”) was held on December 15, 2014. The final results for each of the matters submitted to a vote of stockholders at the special meeting are as follows:

1. The proposal to approve the Plan of Conversion and Reorganization, pursuant to which Beneficial Bank will be reorganized from the mutual holding company corporate structure into the fully public stock holding company structure, was approved by the stockholders by the following vote:

FOR		AGAINST		ABSTAIN
69,044,556		300,115		258,887

There were no broker non-votes on the proposal.

2. The proposal to approve a provision in Beneficial Bancorp, Inc.’s articles of incorporation requiring a super-majority vote to approve certain amendments to Beneficial Bancorp, Inc.’s articles of incorporation was approved by the following vote:

FOR		AGAINST		ABSTAIN
55,556,878		13,699,287		347,393

There were no broker non-votes on the proposal.

3. The proposal to approve a provision in Beneficial Bancorp, Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Beneficial Bancorp, Inc.’s outstanding voting stock was approved by the following vote:

FOR		AGAINST		ABSTAIN
55,600,915		13,696,130		306,513

There were no broker non-votes on the proposal.

4. The proposal to approve the contribution of $1.0 million in cash to The Beneficial Foundation, a Pennsylvania non-stock corporation that is dedicated to charitable purposes within the communities in which Beneficial Bank conducts its business, was approved by the following vote:

FOR		AGAINST		ABSTAIN
68,808,482		741,735		53,341

There were no broker non-votes on the proposal.

Item 8.01 Other Events

On ~~December~~January 159, ~~2014~~2015, ~~the~~Beneficial ~~Company~~Mutual Bancorp, Inc. issued a press release announcing that ~~Beneficial~~depositors ~~Bancorp, Inc.~~of (“Beneficial ~~Bancorp”), the proposed new holding company for Beneficial~~ Bank (the “Bank”), ~~will~~approved ~~sell~~the aPlan ~~total~~ of ~~50,383,817~~Conversion ~~shares~~and ofReorganization ~~common stock~~ at ~~$10.00~~a ~~per~~special ~~share,~~meeting ~~including~~held 2on January 9,~~015,352~~ ~~shares to be purchased by the Bank’s employee savings and stock ownership plan~~2015. ~~The~~ ~~shares~~Depositors ~~are~~of ~~being sold in connection with~~ the Bank’s ~~conversion~~did ~~from~~not ~~the~~approve ~~mutual holding company to~~ the ~~stock~~contribution ~~holding company form~~ of ~~organization~~$1. As0 ~~part~~million ofin ~~the~~cash ~~conversion, each existing share of Company common stock will be converted into the right~~ to ~~receive 1.0999 shares of Beneficial Bancorp common stock.~~ The ~~exchange ratio is intended to ensure that, immediately after the conversion and offering, the public shareholders of the Company will have approximately the same ownership interest in~~ Beneficial ~~Bancorp~~Foundation ~~as they owned~~ in ~~the~~connection ~~Company immediately prior to~~ with the conversion. ~~Cash~~ ~~will be paid in lieu of fractional shares based on the offering price of $10.00.~~

The ~~Company~~conversion ~~also~~and ~~announced~~the ~~that~~related ~~the~~subscription ~~shareholders~~and ofcommunity ~~the~~offerings ~~Company~~by ~~approved~~Beneficial Bancorp, Inc., the ~~Plan~~proposed ofnew ~~Conversion~~holding company ~~and~~for ~~Reorganization~~the atBank, aare ~~special~~expected ~~meeting~~to ~~held~~be completed on ~~December~~January 1512, ~~2014~~2015. At ~~the~~All ~~special~~valid ~~meeting,~~orders ~~shareholders~~received ofin the ~~Company~~subscription ~~also~~and ~~approved~~community ~~the~~offerings ~~contribution~~will ofbe $1filled in full.0 ~~million~~The incompletion ~~cash~~of tothe ~~The~~conversion ~~Beneficial~~and ~~Foundation~~offering inis ~~connection~~subject ~~with~~to ~~the~~customary ~~conversion~~closing conditions.

The completion of the conversion and offering is subject to customary closing conditions as well as the receipt of final regulatory approvals and the approval of the plan by the Bank’s depositors at a special meeting to be held on January 9, 2015.

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
99.1		Press Release dated ~~December~~January 159, ~~2014~~2015

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.

	~~BENEFICIAL MUTUAL BANCORP, INC.~~		BENEFICIAL MUTUAL BANCORP, INC.
Date: December 17, 2014	By:	/s/ Thomas D. Cestare
Date: January 9, 2015			By:	/s/ Thomas D. Cestare
		~~Thomas D. Cestare~~		Thomas D. Cestare
		~~Executive Vice President and~~		Executive Vice President and
		~~Chief Financial Officer~~		Chief Financial Officer

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