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, 2026
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-35589 | 45-4585178 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 6920 220th Street SW Mountlake Terrace, Washington | 98043 |
| (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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | | Name of each exchange on 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 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.
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 26, 2026 | /s/ Erin Burr |
| | Erin Burr Chief Risk Officer and CRA Officer, EVP |