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FS Bancorp (FSBW) investors back directors, equity plan and 2026 auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FS Bancorp, Inc. reported results of its annual shareholder meeting. Shareholders elected Terri L. Degner with 4,744,149 votes for (84.29% of shares present) and Michael J. Mansfield with 4,403,524 votes for (78.23% of shares present) to three-year board terms expiring in 2029. An advisory vote approved executive compensation, with 5,144,997 votes for versus 304,385 against and 179,274 abstentions. Shareholders also approved the FS Bancorp, Inc. 2026 Equity Incentive Plan, with 5,461,736 votes for and 103,062 against. Baker Tilly US, LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026, receiving 6,459,742 votes for and 60,717 against.

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 Degner 4,744,149 votes for (84.29%) Election of director Terri L. Degner
Votes for Mansfield 4,403,524 votes for (78.23%) Election of director Michael J. Mansfield
Say-on-pay support 5,144,997 votes for Advisory approval of executive compensation
Equity plan approval 5,461,736 votes for FS Bancorp, Inc. 2026 Equity Incentive Plan
Auditor ratification 6,459,742 votes for Ratification of Baker Tilly US, LLP for 2026
broker non-votes financial
"Broker Non-Votes 5,144,997 | | 304,385 | | 179,274 | | 914,216"
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.
advisory (non-binding) vote regulatory
"An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers."
2026 Equity Incentive Plan financial
"The adoption of the FS Bancorp, Inc. 2026 Equity Incentive Plan."
independent registered public accounting firm regulatory
"appointment of Baker Tilly US, LLP 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.
Understanding 8-K Material Events →
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

 










Source: View Original Filing on SEC EDGAR

FAQ

What did FS Bancorp (FSBW) shareholders decide about the board of directors?

Shareholders elected Terri L. Degner and Michael J. Mansfield to three-year terms expiring at the 2029 annual meeting. Degner received 4,744,149 votes for and Mansfield received 4,403,524 votes for, with broker non-votes recorded on each proposal.

How did FS Bancorp (FSBW) shareholders vote on executive compensation?

Shareholders approved FS Bancorp’s named executive officer compensation in an advisory, non-binding vote. The proposal received 5,144,997 votes for, 304,385 votes against, 179,274 abstentions, and 914,216 broker non-votes, indicating broad but not unanimous support for the pay program.

Was the FS Bancorp (FSBW) 2026 Equity Incentive Plan approved?

Yes, shareholders approved the FS Bancorp, Inc. 2026 Equity Incentive Plan. The plan received 5,461,736 votes for, 103,062 votes against, 63,858 abstentions, and 914,216 broker non-votes, signaling strong shareholder backing for the new equity-based compensation framework.

Which auditing firm will serve FS Bancorp (FSBW) for 2026 and how was it ratified?

Shareholders ratified Baker Tilly US, LLP as FS Bancorp’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 6,459,742 votes for, 60,717 votes against, and 22,413 abstentions, with no broker non-votes recorded.

Were there any broker non-votes in FS Bancorp’s (FSBW) 2026 shareholder meeting?

Yes. There were 914,216 broker non-votes on the director elections, the advisory vote on executive compensation, and the 2026 Equity Incentive Plan. There were no broker non-votes on the auditor ratification proposal, which typically is considered a routine matter for voting.

Which directors of FS Bancorp (FSBW) continue in office after the 2026 meeting?

Following the 2026 annual meeting, the terms of directors Joseph C. Adams, Pamela M. Andrews, Joseph P. Zavaglia, Ted A. Leech, and Marina Cofer-Wildsmith continued. Newly elected directors Terri L. Degner and Michael J. Mansfield will serve alongside them until the 2029 annual meeting.

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