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):  May 19, 2020

WATERSTONE FINANCIAL, INC.

(Exact name of Registrant as specified in its charter)

11200 W. Plank Ct, Wauwatosa, Wisconsin 53226

(Address of principal executive offices)

(414) 761-1000

Registrant's telephone number, including area code

Not Applicable

(Former Name or former address, if changed since last report)

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 and 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.

On May 19, 2020, Waterstone Financial, Inc.  (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, the shareholders of the Company approved the Waterstone Financial, Inc. 2020 Omnibus Incentive Plan (“2020 Plan”).  The 2020 Plan was previously approved by the Company’s Board of Directors, subject to the approval of the Company’s shareholders, and became effective upon such shareholder approval.  A description of the material terms of the 2020 Plan is contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 9, 2020.

The 2020 Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2020 Annual Meeting of Shareholders on May 19, 2020. The shareholders (i) elected two members of the Company's Board of Directors to serve until 2023; (ii) approved the Waterstone Financial, Inc. 2020 Omnibus Incentive Plan; (iii) ratified the selection of RSM US LLP as Waterstone Financial, Inc.'s independent registered public accounting firm (iv) approved, in an advisory vote, the compensation of the Company's named executive officers; and (v) supported, by a majority of the votes cast, conducting a Say-on-Pay advisory vote on executive compensation on an annual basis. There were 26,438,256 outstanding shares eligible to vote as of March 25, 2020, the record date for the 2020 Annual Meeting. The results of the matters submitted to a vote at the Annual Meeting of Shareholders were as follows:

(1) Election of the below named nominees to the Board of Directors of Waterstone Financial, Inc.:

(2)  Approve our 2020 Omnibus Equity Incentive Plan.

(3) Ratification of the selection of RSM US LLP as the Company's auditors for the year ending December 31, 2020.

(4)  An advisory, non-binding resolution to approve the executive compensation.

(5)  An advisory, non-binding resolution with respect to the frequency of voting for our executive compensation.

Item 9.01 Financial Statements and Exhibits

Exhibit No.          Exhibit

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.