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Ballston Spa Bancorp holders back board, auditor

Ballston Spa Bancorp, Inc. (BSPA) reported the results of its August 27, 2026 annual shareholders meeting.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Ballston Spa Bancorp, Inc. (BSPA) reported the results of its August 27, 2026 annual shareholders meeting. Shareholders elected directors to one-, two-, and three-year terms, with each nominee receiving substantially more votes "For" than "Withhold."

Paul N. DiCaprio received 699,213 For vs 37,162 Withhold; Michael S. Dunn 700,657 For vs 35,718 Withhold; Beth A. Grasso 698,930 For vs 37,445 Withhold; and Aaron P. Flach 693,791 For vs 42,584 Withhold for three-year terms. For two-year terms, Joseph H. Warren received 687,371 For vs 49,004 Withhold and Carl A. Florio 675,563 For vs 60,812 Withhold. For a one-year term, Donald G. Persico received 700,428 For vs 35,947 Withhold. Ratification of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026 passed with 892,051 For, 4,648 Against, and 1,457 Abstain.

The company notes it has no class of securities registered under Section 12 of the Exchange Act and is instead reporting these results pursuant to Section 15(d) and Rule 15d-11.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes For auditor ratification 892,051 Ratification of Crowe LLP as independent registered public accounting firm for 2026
Votes For Michael S. Dunn 700,657 Election as director for a three-year term
Votes For Donald G. Persico 700,428 Election as director for a one-year term
Broker non-votes per director item 161,781 Reported for each director election proposal
Votes For Paul N. DiCaprio 699,213 Election as director for a three-year term
Votes Against auditor ratification 4,648 Against appointment of Crowe LLP for 2026
broker non-votes financial
"For a three-year term ... 37,162 | | 161,781"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"serve as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Section 15(d) of the Securities Exchange Act of 1934 regulatory
"pursuant to Section 15(d) of the Securities Exchange Act of 1934"
Rule 15d-11 regulatory
"as amended (the “Exchange Act”), and Rule 15d-11 thereunder"
Section 12 of the Exchange Act regulatory
"does not have a class of securities registered under Section 12"

FAQ

What matters did BSPA shareholders vote on at the August 27, 2026 annual meeting?
Shareholders voted on the election of directors to one-, two-, and three-year terms and the ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were the director nominees elected at Ballston Spa Bancorp, Inc. (BSPA)'s 2026 annual meeting?
Yes. All listed nominees, including Paul N. DiCaprio (699,213 For) and Donald G. Persico (700,428 For), were elected, with each receiving significantly more votes For than Withhold, plus 161,781 broker non-votes reported for each director item.

How did BSPA shareholders vote on ratifying Crowe LLP as auditor for 2026?
The appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026 was ratified with 892,051 votes For, 4,648 Against, and 1,457 Abstain.

What were the vote totals for key BSPA director nominees in 2026?
For three-year terms, Michael S. Dunn received 700,657 For and 35,718 Withhold; Beth A. Grasso 698,930 For and 37,445 Withhold; Aaron P. Flach 693,791 For and 42,584 Withhold. Each item also reported 161,781 broker non-votes.

Is Ballston Spa Bancorp, Inc. (BSPA) subject to Section 14(a) proxy rules?
No. The company states it does not have a class of securities registered under Section 12 of the Exchange Act and is therefore not subject to Section 14(a) or Regulation 14A, but reports annual meeting results under Section 15(d) and Rule 15d-11.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 27, 2026
 
BALLSTON SPA BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
New York
 
333-291808
 
74-2245601
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
         
990 State Route 67, Ballston Spa, NY
 
12020
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (518) 363-8199
 
Not Applicable
(Former name or former address, if changed since last report)
 
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
None
 
None
 
None
 
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.
 
The Annual Meeting of Shareholders of Ballston Spa Bancorp, Inc. (the “Company”) was held on August 27, 2026.  The final vote result on each matter submitted to a vote of shareholders is as follows:
 
  1. The following nominees were elected to serve as directors of the Company by the following vote:
     
    For a three-year term
    		 
    For
    		 
    Withhold
    		 
    Broker Non-Votes
    Paul N. DiCaprio
    		 
    699,213
    		 
    37,162
    		 
    161,781
    Michael S. Dunn
    		 
    700,657
    		 
    35,718
    		 
    161,781
    Beth A. Grasso
    		 
    698,930
    		 
    37,445
    		 
    161,781
    Aaron P. Flach
    		 
    693,791
    		 
    42,584
    		 
    161,781
     
    For a two-year term
    		 
    For
    		 
    Withhold
    		 
    Broker Non-Votes
    Joseph H. Warren
    		 
    687,371
    		 
    49,004
    		 
    161,781
    Carl A. Florio
    		 
    675,563
    		 
    60,812
    		 
    161,781
     
    For a one-year term
    		 
    For
    		 
    Withhold
    		 
    Broker Non-Votes
    Donald G. Persico
    		 
    700,428
    		 
    35,947
    		 
    161,781
     
  2. The appointment of Crowe LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified by the following vote:
 
For
Against
Abstain
892,051
4,648
1,457
 
Note Regarding Section 15(d) Filing Status
The Company is filing this Current Report on Form 8-K pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 15d-11 thereunder. The Company does not have a class of securities registered under Section 12 of the Exchange Act and is not subject to the proxy solicitation requirements of Section 14(a) of the Exchange Act or Regulation 14A thereunder. Notwithstanding the foregoing, the Company is required to report the results of the annual meeting described above under Item 5.07 of Form 8-K.
 
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.
 
 
 
 
BALLSTON SPA BANCORP, INC.
 
 
 
 
 
 
 
 
 
DATE:  August 28, 2026
By:
/s/ Christopher Dowd
 
 
Christopher Dowd
 
 
Chief Executive Officer
 
 
0002094107 false true false 0002094107 2026-08-28 2026-08-28

Source: View Original Filing on SEC EDGAR

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