k852115.htm
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 21, 2015

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, Suite 200,
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))

 
 
 

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 21, 2015 (“Annual Meeting”).

(b)  
There were a total of 3,235,625 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 2,882,388 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 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
                     
Joseph C. Adams
2,051,313
  
99.69%
    
6,4288
  
0.31%
  
824,647
Joseph P. Zavaglia
2,046,809
  
99.47%
    
10,932
  
0.53%
  
824,647

Based on the votes set forth above, Joseph C. Adams and Joseph P. Zavaglia were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2018, and until their respective successors have been duly elected and qualified.

The terms of Directors Judith A. Cochrane, Ted A. Leech, Marina Cofer-Wildsmith, Michael J. Mansfield and Margaret R. Piesik continued.

Proposal 2.  An advisory (non-binding) vote to approve our executive compensation.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
1,906,962
  
73,042
  
77,737
  
824,647

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.
 
Proposal 3.   Ratification of the appointment of Moss Adams LLP as the Company’s independent auditors for the year ending December 31, 2015.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
2,832,541
  
49,451
  
396
  
N/A

Based on the votes set forth above, the appointment of Moss Adams LLP as the Company’s independent auditors to serve for the year ending December 31, 2015 was duly ratified by the shareholders
 
(c)           None.
 
(d)           Not applicable.

 
 
 

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, 2015  /s/Matthew D. Mullet                                        
 
Matthew D. Mullet
 
Chief Financial Officer
  (Principal Financial and Accounting Officer)