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 21, 2026. The filing details the outcomes of four shareholder proposals regarding director elections, executive compensation, equity incentives, and the appointment of independent auditors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Shareholders voted on the following matters at the Annual Meeting, where 6,542,872 shares were represented out of 7,501,542 outstanding:
- Election of Directors: Terri L. Degner (84.29% For) and Michael J. Mansfield (78.23% For) were elected to three-year terms. The terms of existing directors Joseph C. Adams, Pamela M. Andrews, Joseph P. Zavaglia, Ted A. Leech, and Marina Cofer-Wildsmith continued.
- Executive Compensation: The advisory vote to approve named executive officer compensation passed with 5,144,997 votes For, 304,385 Against, and 179,274 Abstain.
- Equity Incentive Plan: The adoption of the 2026 Equity Incentive Plan was approved with 5,461,736 votes For, 103,062 Against, and 63,858 Abstain.
- Auditor Ratification: The appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026, was ratified with 6,459,742 votes For, 60,717 Against, and 22,413 Abstain.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the specific terms and conditions of the newly adopted 2026 Equity Incentive Plan.
- Confirm the full composition of the Board of Directors following the election of Degner and Mansfield.
- Review the upcoming 2026 Annual Report (10-K) for the financial performance metrics not included in this 8-K.
- Note that approximately 15.71% to 21.77% of votes were withheld for the two director candidates, which may warrant review of shareholder sentiment.