FS Bancorp Inc.

05/27/2026 | Press release | Distributed by Public on 05/27/2026 11:40

Proxy Results (Form 8-K)

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, 2026 ("Annual Meeting").

(b)
There were a total of 7,501,542 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 6,542,872 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 two 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
Terri L. Degner
4,744,149
84.29%
884,507
15.71%
914,216
Michael J. Mansfield
4,403,524
78.23%
1,225,132
21.77%
914,216

Based on the votes set forth above, Terri L. Degner and Michael J. Mansfield were duly elected to each serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2029.

The terms of Directors Joseph C. Adams, Pamela M. Andrews and Joseph P. Zavaglia Ted A. Leech and Marina Cofer-Wildsmith 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
5,144,997
304,385
179,274
914,216

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



Proposal 3. The adoption of the FS Bancorp, Inc. 2026 Equity Incentive Plan. This proposal received the following votes:

For
Against
Abstain
Broker Non-Vote
5,461,736
103,062
63,858
914,216

Based on the votes set forth above, the adoption of the FS Bancorp, Inc. 2026 Equity Incentive Plan was approved by shareholders.

Proposal 4. Ratification of the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. This proposal received the following votes:

For
Against
Abstain
Broker Non-Vote
6,459,742
60,717
22,413
--


Based on the votes set forth above, the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm to serve for the year ending December 31, 2026 was duly ratified by the shareholders
(c) None.





FS Bancorp Inc. published this content on May 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 27, 2026 at 17:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]