_ 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 18, 2006
BANKFINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Maryland 0-51331 75-3199276
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
15W060 North Frontage Road, Burr Ridge, Illinois 60527
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 242-7700
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Not Applicable
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(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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 18, 2006, the Board of Directors of BankFinancial Corporation (the
"Company") appointed Mr. Glen R. Wherfel to the Board of Directors of the
Company to fill the vacancy created on the Board of Directors of the Company by
the death of former Director Dr. Kenneth Cmiel. Mr. Wherfel will serve the
remainder of Dr. Cmiel's term as a Director, which will expire at the Company's
2007 annual meeting of stockholders. Mr. Wherfel is a principal in the
accounting firm of Wherfel & Associates, and has served on the Board of
Directors of the Company's principal subsidiary, BankFinancial, F.S.B. (the
"Bank"), since 2001. He also served as a Director of Success Bancshares and
Success National Bank until they were acquired by the Company in 2001.
There is no arrangement or understanding between Mr. Wherfel and any other
persons pursuant to which Mr. Wherfel was selected as a Director. Mr. Wherfel is
expected to serve on the Board's Corporate Governance and Nominating Committee
at all times in which he is eligible to serve. He will continue to serve as a
member of the Asset Quality Committee of the Board of Directors of the Bank.
Item 8.01 Other Events.
On May 18, 2006, the Board of Directors of the Bank appointed Ms. Cassandra
J. Francis to the Board of Directors of the Bank to fill the vacancy created on
the Board of Directors of the Bank by the death of Dr. Cmiel. Ms. Francis will
serve the remainder of Dr. Cmiel's term as a Director of the Bank, which will
expire at the 2006 annual meeting of the Bank's sole stockholder, the Company.
Ms. Francis is a Senior Vice President of U.S. Equities Development, L.L.C. and
a Vice President of Global Properties, Inc.
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.
BANKFINANCIAL CORPORATION
Date: May 19, 2006 By: \s\ James J. Brennan
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James J. Brennan
Executive Vice President and
Corporate Secretary