FS Bancorp, Inc. Form 8-K Summary
Business Context and Reporting Period
FS Bancorp, Inc. (FSBW) filed this Current Report on Form 8-K on May 22, 2025, to disclose the results of its Annual Meeting of Security Holders held on the same date. The Company is incorporated in Washington and its common stock trades on The NASDAQ Stock Market LLC.
Key Financial Metrics
This filing is a corporate governance report regarding shareholder voting outcomes. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial indicators.
Material Changes and Voting Results
The filing details the outcomes of four proposals submitted to shareholders. A quorum was established with 6,786,064 shares represented out of 7,756,000 outstanding shares.
- Proposal 1 (Election of Directors): Ted A. Leech and Marina Cofer-Wildsmith were elected to three-year terms (expiring 2028), and Terri L. Degner was elected to a one-year term (expiring 2026). Terms for Michael J. Mansfield, Joseph C. Adams, Pamela M. Andrews, and Joseph P. Zavaglia continued.
- Proposal 2 (Executive Compensation): The advisory vote to approve named executive officer compensation passed with 5,121,671 votes "For" and 400,711 "Against".
- Proposal 3 (Frequency of Say-on-Pay): Shareholders approved holding an advisory vote on executive compensation annually, with 5,050,046 votes for a one-year frequency.
- Proposal 4 (Auditor Ratification): The appointment of Moss Adams LLP as the independent registered public accounting firm for the year ending December 31, 2025, was ratified with 6,632,359 votes "For".
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, risk factors, or discussion of contingencies. It is strictly a report of the voting results from the Annual Meeting.
Key Facts for Investor Verification
- Verify the continued tenure of the existing board members whose terms were not up for election.
- Confirm the appointment of Moss Adams LLP as the auditor for the fiscal year ending December 31, 2025.
- Note that the "Say-on-Pay" frequency was set to annual by shareholder vote.
- Review the significant number of broker non-votes (1,041,400) recorded across multiple proposals.