8-K
Waterstone Financial, Inc. (WSBF)
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, 2024 |
|---|
Waterstone Financial, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-36271 | 90-1026709 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation) | (Commission File<br> Number) | (I.R.S. Employer Identification No.) |
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:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | WSBF | The NASDAQ Stock Market, LLC |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities and Exchange Act of 1934.
| ☐ | 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.
The Company held its 2024 Annual Meeting of Shareholders on May 21, 2024. The shareholders (i) elected two members of the Company's Board of Directors to serve until 2027; (ii) ratified the selection of FORVIS, LLP as Waterstone Financial, Inc.'s independent registered public accounting firm and (iii) approved, in an advisory vote, the compensation of the Company's named executive officers. There were 19,916,843 outstanding shares eligible to vote as of March 27, 2024, the record date for the 2024 Annual Meeting. The results of the matters submitted to a vote at the Annual Meeting of Shareholders were as follows:
Proposal 1: "Election of the below named nominees to the Board of Directors of Waterstone Financial, Inc."
The following votes were cast in the proposal regarding Director Nominees:
| Director Nominees | For | Withheld |
|---|---|---|
| Douglas S. Gordon | 12,629,507 | 1,573,647 |
| Patrick S. Lawton | 12,441,383 | 1,761,771 |
Proposal 2: "Ratification of the selection of FORVIS, LLP as the Company's auditors for the year ending December 31, 2024."
The following votes were cast:
| For | Against | Abstain |
|---|---|---|
| 16,534,750 | 225,683 | 35,187 |
Proposal 3: "An advisory, non-binding resolution to approve the executive compensation."
The following votes were cast:
| For | Against | Abstain |
|---|---|---|
| 12,988,051 | 1,082,811 | 132,312 |
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.
| Waterstone Financial, Inc. | |
|---|---|
| Date: May 21, 2024 | /s/ William F. Bruss |
| Name: William F. Bruss | |
| Title: Chief Executive Officer |