8-K

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): January 28, 2021

FS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (425) 771-5299

Securities registered pursuant to Section 12(b) of the Act:

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)     Appointment of New Director

On January 28, 2021, FS Bancorp, Inc. (the “Company”), and its financial institution subsidiary, 1st Security Bank of Washington (the “Bank”), announced that their Boards of Directors had appointed Ms. Pamela Andrews to their respective Boards of Directors effective January 28, 2021.  The appointment of Ms. Andrews as a Director of the Company and the Bank was at the recommendation of the Company’s Nominating and Environmental, Social, Governance (ESG) Committee.  Ms. Andrews has been appointed to serve on the Company’s Nominating & ESG Committee and the Bank’s Asset Quality Committee.  For further information concerning Ms. Andrews’ background, reference is made to the press release dated February 1, 2021, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There are no family relationships between Ms. Andrews and any director or other executive officer of the Company and the Bank and Ms. Andrews was not appointed as a director pursuant to any arrangement or understanding with any person.  Ms. Andrews has not engaged in any transaction with the Company, or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission, except that one of Ms. Andrews’ related businesses has an outstanding credit line with the Bank.  The credit line was made in the ordinary course of business, on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with persons not affiliated with the Bank, and do not involve more than the normal risk of collectability or present other unfavorable features.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

99.1 Press Release of FS Bancorp, Inc. dated February 1, 2021.

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Exhibit 99.1

FS Bancorp, Inc. Appoints Pamela M. Andrews to Board of Directors

MOUNTLAKE TERRACE, WA – February 1, 2021 – FS Bancorp, Inc. (NASDAQ:FSBW)  (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”), today announced that Pamela M. Andrews has been appointed to the Board of Directors of the Company and the Bank.

The Company’s Nominating & ESG Committee proposed, and the Board of Directors ratified and approved, the appointment of Ms. Andrews to the Board of Directors.  Her appointment to the Board of Directors was effective January 28, 2021.

“We are pleased to welcome Pam to our Board of Directors,” said Joe Adams, Chief Executive Officer.  “Her  expansive business background  coupled with her knowledge of legal, litigation and insurance matters  will add valuable skills  to the Board.”

Ms. Andrews is the President of  the law firm of Andrews Skinner, P.S.  in Seattle, Washington. She received her Bachelor of Science degree from the University of Wisconsin Oshkosh and her Juris Doctorate from the University of Wisconsin in Madison.

About FS Bancorp

FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington.  The Bank provides loan and deposit services to customers who are predominantly small- and middle-market businesses and individuals in Western Washington through its 21 Bank branches, one headquarter office that accepts deposits, and seven loan production offices in various suburban communities in the greater Puget Sound area, and one loan production office in the market area of the Tri-Cities, Washington.  The Bank services home mortgage customers throughout Washington State with an emphasis in the Puget Sound and Tri-Cities home lending markets.

Forward Looking Statements:

When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission – that are available on our website at www.fsbwa.com and on the SEC's website at www.sec.gov.

Any of the forward-looking statements that we make in this Press Release and in the other public statements are based upon management's beliefs and assumptions at the time they are made and may turn out to be wrong because of the inaccurate

assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for 2020 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us and could negatively affect our operating and stock performance.