FS Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FSBW
Banks
Finance
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): May 22, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (425 ) 771-5299
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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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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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
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(a)
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The Annual Meeting of FS Bancorp, Inc. (the “Company”) was held on May 22, 2025 (“Annual Meeting”).
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(b)
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There were a total of 7,756,000 shares
of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 6,786,064 shares of common stock were represented in
person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Company’s Board of Directors to a vote of shareholders:
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Proposal 1. Election of Directors. The following two individuals were elected as directors for three-year terms and one individual was elected for a one-year term:
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FOR
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WITHHELD
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BROKER
NON-
VOTES
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No. of
Votes
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Percentage
of
shares
present
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No. of
Votes
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Percentage
of
shares
present
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No. of
votes
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Three-Year Term:
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Ted A. Leech
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4,474,553
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77.89%
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1,270,111
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22.11%
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1,041,400
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Marina Cofer-Wildsmith
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4,426,474
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77.05%
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1,318,190
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22.95%
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1,041,400
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One-Year Term:
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Terri L. Degner
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5,589,301
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97.30%
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155,363
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2.70%
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1,041,400
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Based on the votes set forth above, Ted A. Leech and
Marina Cofer-Wildsmith were duly elected to each serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2028 and Terri L. Degner was duly elected to serve as a director of the Company for a
one-year term expiring at the annual meeting of shareholders in 2026.
The terms of Directors Michael J. Mansfield, Joseph C. Adams, Pamela M. Andrews and Joseph P. Zavaglia continued.
Proposal 2. An
advisory (non-binding) vote to approve the compensation of the Company’s named executive officers. This proposal received the following votes:
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For
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Against
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Abstain
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Broker Non-Vote
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5,121,671
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400,711
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222,282
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1,041,400
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Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.
Proposal 3. An
advisory (non-binding) vote on whether an advisory vote on executive compensation should be held every one, two or three years. This proposal received the following votes:
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One
Year
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Two
Years
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Three
Years
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Abstain
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Broker
Non-Vote
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5,050,046
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30,059
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494,996
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169,563
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1,041,400
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Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders.
Proposal 4.
Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. This proposal received the following votes:
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For
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Against
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Abstain
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Broker Non-Vote
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6,632,359
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143,502
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10,203
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--
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Based on the votes set forth above, the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm
to serve for the year ending December 31, 2025 was duly ratified by the shareholders
(c) None.
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.
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FS BANCORP, INC.
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Date: May 29, 2025
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/s/ Erin Burr
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Erin Burr
Chief Risk Officer and CRA Officer, EVP
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