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 26, 2022

FS BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington
 001-35589
 45-4585178
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

6920 220th Street SW
Mountlake Terrace, Washington
 
98043
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (425) 771-5299

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
 
FSBW
 
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

(a)
The Annual Meeting of FS Bancorp, Inc. (the “Company”) was held on May 26, 2022 (“Annual Meeting”).

(b)
There were a total of 8,088,487 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 7,214,680 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:
Proposal 1.  Election of Directors.  The following two individuals were elected as directors for three-year terms:
 
 
 
FOR
  
 
 
WITHHELD
  
BROKER
NON-
VOTES
 
 No. of
Votes
  
Percentage
of
shares
present
  
 No. of
Votes
  
Percentage
of
shares
present
  
 No. of
votes
                     
Ted A. Leech
6,152,057
  
98.30%
  
106,412
  
1.70%
  
956,211
Marina Cofer-Wildsmith
5,873,248
  
93.84%
  
385,221
  
6.16%
  
956,211

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 2025.

The terms of Directors Michael J. Mansfield, Margaret R. Piesik, 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:

For
  
Against
  
Abstain
  
Broker Non-Vote
5,264,414
  
774,795
  
219,260
  
956,211

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.

Proposal 3.  The adoption of the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
5,938,174
  
308,555
  
11,740
  
956,211

Based on the votes set forth above, the adoption of the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan was approved by shareholders.


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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, 2022.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
7,167,176
  
32,403
  
15,101
  
--

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, 2022 was duly ratified by the shareholders
(c) None.
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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.

 
FS BANCORP, INC. 
 
 
 
 
Date:  May 26, 2022
/s/Matthew D. Mullet                                        
 
Matthew D. Mullet
 
Chief Financial Officer
(Principal Financial and Accounting Officer)






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