FS Bancorp, Inc. current report, 23 May 2024

FS Bancorp, Inc. Form 8-K Summary

Business Context and Reporting Period

This Form 8-K reports on the Annual Meeting of Shareholders held by FS Bancorp, Inc. on May 23, 2024. The filing details the outcomes of shareholder votes regarding director elections, executive compensation, and the ratification of the independent auditor.

Key Financial Metrics

This filing is a current report regarding corporate governance events and does not contain financial performance data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.

Material Changes and Voting Results

The following proposals were submitted and voted upon at the Annual Meeting:

  • Proposal 1: Election of Directors
    • Joseph C. Adams: Elected with 98.56% of votes present (6,105,852 For).
    • Pamela M. Andrews: Elected with 80.37% of votes present (4,978,643 For).
    • Joseph P. Zavaglia: Elected with 78.71% of votes present (4,876,026 For).
    • Directors Ted A. Leech, Marina Cofer-Wildsmith, Michael J. Mansfield, and Margaret R. Piesik continued their terms.
  • Proposal 2: Executive Compensation (Say-on-Pay)
    • Approved by shareholders with 5,667,873 votes For, 293,100 Against, and 233,956 Abstain.
  • Proposal 3: Ratification of Auditor
    • Moss Adams LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2024, with 7,142,335 votes For and 72,747 Against.

Quorum Status: A quorum was present with 7,217,308 shares represented out of 7,805,795 shares outstanding.

Guidance, Outlook, and Risks

The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The report is limited to the disclosure of voting results.

Key Facts for Investor Verification

  • Three new directors were elected to three-year terms expiring in 2027.
  • Shareholders approved the advisory vote on executive compensation.
  • Moss Adams LLP was confirmed as the independent auditor for 2024.
  • Broker non-votes totaled 1,022,379 shares for the director and compensation proposals.