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): ~~October~~December 1715, 2014

BENEFICIAL MUTUAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States	1-33476	56-2480744
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission	(IRS Employer
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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

OnA ~~October 17,~~special ~~2014,~~meeting of the stockholders of Beneficial Mutual Bancorp, Inc. (the “Company”), ~~the~~was ~~holding~~held ~~company~~on ~~for Beneficial Bank, issued a press release announcing its financial results for the three and nine months ended September~~December 3015, 2014. ~~For~~The ~~more~~final ~~information,~~results ~~reference~~for iseach ~~made~~of to the ~~Company’s~~matters ~~press~~submitted ~~release~~to ~~dated October 17, 2014,~~ a ~~copy~~vote of ~~which~~stockholders isat ~~attached~~the tospecial ~~this~~meeting ~~Report~~are as ~~Exhibit 99.1 and is furnished herewith.~~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 15, 2014, the Company issued a press release announcing that Beneficial Bancorp, Inc. (“Beneficial Bancorp”), the proposed new holding company for Beneficial Bank (the “Bank”), will sell a total of 50,383,817 shares of common stock at $10.00 per share, including 2,015,352 shares to be purchased by the Bank’s employee savings and stock ownership plan. The shares are being sold in connection with the Bank’s conversion from the mutual holding company to the stock holding company form of organization. As part of the 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 as they owned in the Company immediately prior to the conversion. Cash will be paid in lieu of fractional shares based on the offering price of $10.00.

The Company also announced that the shareholders of the Company approved the Plan of Conversion and Reorganization at a special meeting held on December 15, 2014. At the special meeting, shareholders of the Company also approved the contribution of $1.0 million in cash to The Beneficial Foundation in connection with the conversion.

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 ~~October~~December 1715, 2014

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:	10/17/2014		By:	/s/ Thomas D. Cestare
Date: December 17, 2014	By:	/s/ Thomas D. Cestare
		Thomas D. Cestare		~~Thomas D. Cestare~~
				Executive Vice President and Chief Financial
		Executive Vice President and
				Officer
		Chief Financial Officer

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