8-K - FSBW - Equibles

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 22, 2025

FS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Washington	001-35589	45-4585178
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
6920 220th Street SW<br><br> <br>Mountlake Terrace, Washington	98043
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(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<br> registrant under any of the following provisions.
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR<br> 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br> 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<br><br> <br>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 22, 2025 (“Annual Meeting”).
(b)	There were a total of 7,756,000 shares<br> of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 6,786,064 shares of common stock were represented in<br> 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:
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Proposal 1. Election of Directors. The following two individuals were elected as directors for three-year terms and one individual was elected for a one-year term:

	FOR		WITHHELD			BROKER<br><br> <br>NON-<br><br> <br>VOTES
	No. of<br><br> <br>Votes	Percentage<br><br> <br>of<br><br> <br>shares<br><br> <br>present	No. of<br><br> <br>Votes		Percentage<br><br> <br>of<br><br> <br>shares<br><br> <br>present	No. of<br><br> <br>votes
Three-Year Term:
Ted A. Leech	4,474,553	77.89%		1,270,111	22.11%	1,041,400
Marina Cofer-Wildsmith	4,426,474	77.05%		1,318,190	22.95%	1,041,400
One-Year Term:
Terri L. Degner	5,589,301	97.30%		155,363	2.70%	1,041,400

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 2028 and Terri L. Degner was duly elected to serve as a director of the Company for a one-year term expiring at the annual meeting of shareholders in 2026.

The terms of Directors Michael J. Mansfield, 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
5,121,671	400,711	222,282	1,041,400

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

Proposal 3. An advisory (non-binding) vote on whether an advisory vote on executive compensation should be held every one, two or three years. This proposal received the following votes:

One<br><br> <br>Year	Two<br><br> <br>Years	Three<br><br> <br>Years	Abstain	Broker<br><br> <br>Non-Vote
5,050,046	30,059	494,996	169,563	1,041,400

Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders.

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, 2025.  This proposal received the following votes:

For	Against	Abstain	Broker Non-Vote
6,632,359	143,502	10,203	--

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, 2025 was duly ratified by the shareholders

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 29, 2025	/s/ Erin Burr
	Erin Burr<br><br> <br>Chief Risk Officer and CRA Officer, EVP