UNITED STATES

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): December 1017, 2019

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

OHIO		~~000~~0-024399		34-1856319
(State or other jurisdiction of incorporation)		(Commission File ~~No.~~Number)		(IRS Employer ~~I.D.~~Identification No.)

275 West Federal Street, Youngstown, Ohio 44503-1203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 742-0500

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))

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 Shares, no par value

UCFC

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Section 5 —– Corporate Governance and Management

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 1017, 2019, United Community Financial Corp., an(“United ~~Ohio~~Community”) ~~corporation~~and Home Savings Bank (the “~~UCFC~~Bank”), ~~held~~ a ~~special~~wholly ~~meeting~~owned subsidiary of ~~its shareholders~~United Community (~~the~~together ~~“UCFC~~with ~~special~~United ~~meeting~~Community, the “Company”), inand ~~Youngstown~~Zahid Afzal, ~~Ohio. Of~~ the ~~48,112,240~~Executive ~~shares~~Vice President and Chief Operating Officer of ~~common~~the ~~stock~~Company, nomutually ~~par~~agreed ~~value~~to Mr. Afzal’s ~~per~~resignation ~~share,~~from the Company effective upon the closing of ~~UCFC~~the merger (the “~~UCFC~~Merger”) ~~common~~of ~~stock~~United Community into First Defiance Financial Corp. (“First Defiance”). ~~issued~~The ~~and~~Merger ~~outstanding~~currently atis ~~the~~expected to close ofon or ~~business~~about ~~as of October~~January 2531, ~~2019~~2020, ~~the~~subject ~~record~~to ~~date~~final ~~for~~regulatory ~~the~~approvals ~~UCFC~~and ~~special~~other ~~meeting,~~closing ~~shareholders~~conditions. ~~holding~~Mr. Afzal awill ~~majority~~be ofleaving the ~~total~~Company ~~number~~to ofpursue ~~outstanding~~other ~~shares~~interests outside of ~~UCFC~~the ~~common~~banking ~~stock~~industry. ~~entitled~~Mr. Afzal’s decision to ~~vote~~accept ~~were~~this position ~~present~~does ornot ~~represented~~involve byany ~~proxy~~disagreement atwith the ~~UCFC~~Company’s ~~special~~management ~~meeting, constituting~~or aBoard ~~quorum~~of ~~for~~Directors, ~~all~~and ~~matters~~Mr. Afzal will continue to be ~~presented~~available atto ~~the~~First ~~UCFC~~Defiance ~~special~~to ~~meeting~~offer his guidance, expertise and support following the Merger.

~~Proposal~~SIGNATURES 1 and Proposal 2 listed below were submitted to a vote of shareholders at the UCFC special meeting. The proposals listed below are described in detail in the joint proxy statement/prospectus filed by UCFC with the Securities and Exchange Commission on October 30, 2019. The final results of the shareholder votes at the UCFC special meeting are set forth below.

~~Proposal~~Pursuant 1to –the ~~Merger~~requirements ~~Proposal~~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.

~~The~~UNITED ~~proposal~~COMMUNITY ~~was~~FINANCIAL toCORP. ~~adopt~~By: ~~the~~/s/ ~~Agreement~~Jude ~~and~~J. ~~Plan~~Nohra ofJude ~~Merger,~~J. ~~dated as September 9~~Nohra, ~~2019,~~Executive asVice ~~may~~President—Corporate ~~be amended from time to time (the “merger agreement”)~~Governance, byGeneral ~~and~~Counsel ~~between~~& ~~UCFC and First Defiance Financial Corp., an Ohio corporation (“FDEF”, and such proposal, the “merger proposal”). The merger proposal was approved.~~ Secretary

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
34,512,043		413,752		205,848		N/A

Date: December 23, 2019

Proposal 2 – Compensation Proposal

The proposal was to approve, on a non-binding, advisory basis, the compensation to be paid to UCFC’s named executive officers that is based on or otherwise relates to the merger of UCFC with and into FDEF (the “compensation proposal”). The compensation proposal was approved.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
26,256,896		8,477,195		397,552		N/A

Proposal 3 – Adjournment Proposal

In connection with the UCFC special meeting, the Board of Directors of UCFC also solicited proxies with respect to a proposal to adjourn the UCFC special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal. The adjournment proposal was not submitted to UCFC shareholders for approval at the UCFC special meeting because UCFC shareholders approved the merger proposal, as noted above.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

UNITED COMMUNITY FINANCIAL CORP. By: /s/ Jude J. Nohra Name: Jude J. Nohra Title: General Counsel & Secretary

Date: December 10, 2019

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