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): November 17, 2022

OCONEE FEDERAL FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

Federal

(State or Other Jurisdiction

of Incorporation)

001-35033

(Commission

File Number)

32-0330122

(I.R.S. Employer

Identification No.)

201 East North Second Street, Seneca, South Carolina 29678

(Address of principal executive offices)

(864) 882-2765

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))

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 Stock, par value $0.01 per share

OFED

The NASDAQ Stock Market, LLC

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 5.07

Submission of Matters to a Vote of Security Holders.

On November 17, 2022, Oconee Federal Financial Corp. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of directors, a non-binding resolution with respect to the Company’s executive compensation, the ratification of the independent registered public accounting firm, and a non-binding proposal with respect to the frequency that stockholders will vote on executive compensation. A breakdown of the votes cast is set forth below.

The election of Directors.

	For	Withheld	Broker Non-Votes
Harry B. Mays, Jr.	4,866,363	48,957	430,708
Cecil T. Sandifer, Jr.	4,894,505	20,815	430,708

The approval of an advisory, non-binding resolution with respect to the Company’s executive compensation, as described in the proxy statement.

		For		Against		Abstain
		4,890,094		22,809		2,417

The ratification of the appointment of Elliott Davis, LLC as independent registered public accounting firm for the Company for the fiscal year ending June 30, 2023.

		For		Against		Abstain
		5,344,470		202		1,356

Item 9.01.

Financial Statements and Exhibits

Not applicable.

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.

		OCONEE FEDERAL FINANCIAL CORP.
Date: November 18, 2022	By:	/s/ John W. Hobbs
		John W. Hobbs
		Chief Financial Officer
		(Duly Authorized Representative)

Oconee Federal Financial Corp. 8-K