Lake Shore Bancorp (LSBK) investors approve directors, say-on-pay and 2026 audit firm

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Lake Shore Bancorp, Inc. reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected three Class Three directors—Michelle M. DeBergalis, Jack L. Mehltretter and Dennis S. Pollack—to terms expiring in 2029, each receiving over 4.3 million votes in favor.

Investors approved, on an advisory basis, the compensation of the company’s named executive officers, with about 3.99 million votes for and 0.49 million against. Shareholders also chose to hold the advisory vote on executive compensation every one year, strongly favoring the annual option.

In addition, shareholders ratified the appointment of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with nearly 5.9 million votes in favor. The company plans to continue including an annual say-on-pay advisory vote in future proxy materials until the next required frequency vote.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

DeBergalis votes for: 4,345,346 votes Mehltretter votes for: 4,390,548 votes Pollack votes for: 4,690,640 votes +3 more

6 metrics

DeBergalis votes for 4,345,346 votes Election of Michelle M. DeBergalis as director (term to 2029)

Mehltretter votes for 4,390,548 votes Election of Jack L. Mehltretter as director (term to 2029)

Pollack votes for 4,690,640 votes Election of Dennis S. Pollack as director (term to 2029)

Say-on-pay votes for 3,988,849 votes Advisory approval of named executive officer compensation

Annual frequency votes 4,464,166 votes Support for one-year frequency of advisory say-on-pay vote

Auditor ratification votes for 5,895,190 votes Ratification of Yount, Hyde & Barbour, P.C. for 2026

Key Terms

non-binding resolution, broker non-votes, independent registered public accounting firm, advisory vote on the non-binding resolution to approve compensation, +1 more

5 terms

non-binding resolution regulatory

"To approve, on an advisory basis, a non-binding resolution regarding the compensation of our named executive officers"

broker non-votes regulatory

"Votes For ... Votes Withheld ... Broker Non-Votes"

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

"To ratify the appointment of Yount, Hyde & Barbour, P.C. 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.

advisory vote on the non-binding resolution to approve compensation regulatory

"frequency of the advisory vote on the non-binding resolution to approve compensation of our named executive officers"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/20/2026 - 04:30 PM

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 20, 2026

    

Lake Shore Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-42754	39-3058424
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

31 East Fourth Street
Dunkirk, New York		14048
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 716 3664070

    

(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
Common stock, par value $0.01 per share	LSBK	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.

On May 20, 2026, Lake Shore Bancorp, Inc. (the "Company") held its Annual Meeting of Shareholders, at which time shareholders were asked to consider four proposals, as follows:

1. To elect three (3) Class Three directors to the Board of Directors of the Company for a three-year term expiring in 2029;

2. To approve, on an advisory basis, a non-binding resolution regarding the compensation of our named executive officers;

3. To choose the frequency of the advisory vote on the non-binding resolution to approve compensation of our named executive officers; and

4. To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.

The shareholders elected the directors to the terms stated above, approved the non-binding resolution regarding the compensation of our named executive officers, chose a one year frequency for the advisory vote on the non-binding resolution to approve compensation of our named executive officers, and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

The vote tabulation was as follows:

1. To elect three (3) Class Three directors to the Board of Directors of the Company for a three-year term expiring in 2029.


	Votes For		Votes Withheld		Broker Non-Votes
Michelle M. DeBergalis (2029)		4,345,346		468,365		1,119,394
Jack L. Mehltretter (2029)		4,390,548		423,163		1,119,394
Dennis S. Pollack (2029)		4,690,640		123,071		1,119,394

2. To approve, on an advisory basis, a non-binding resolution regarding the compensation of our named executive officers.


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		3,988,849		486,649		338,213		1,119,394

3. To choose the frequency of the advisory vote on the non-binding resolution to approve compensation of our named executive officers.


	1 Year		2 Years		3 Years		Votes Abstained		Broker Non-Votes
Number of votes		4,464,166		85,825		173,803		89,917		1,119,394

4. To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.


	Votes For		Votes Against		Votes Abstained
Number of votes		5,895,190		26,814		11,101

Consistent with the Board of Directors’ recommendation in the proxy statement for the Annual Meeting, and in light of the shareholder vote on the frequency of the shareholder vote on executive compensation, the Company has determined to include in its proxy materials the shareholder advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of shareholder votes on executive compensation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			Lake Shore Bancorp, Inc.

Date:	May 20, 2026	By:	/s/ Taylor M. Gilden
			Taylor M. Gilden, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Lake Shore Bancorp (LSBK) shareholders vote on at the 2026 annual meeting?

Shareholders voted on four key items: electing three Class Three directors, approving an advisory say-on-pay resolution, selecting the frequency of future say-on-pay votes, and ratifying Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for 2026.

Were Lake Shore Bancorp’s director nominees elected at the 2026 annual meeting?

Yes. All three Class Three director nominees—Michelle M. DeBergalis, Jack L. Mehltretter and Dennis S. Pollack—were elected to terms expiring in 2029, each receiving more than 4.3 million votes for and relatively few votes withheld plus broker non-votes.

How did Lake Shore Bancorp (LSBK) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of named executive officers, with 3,988,849 votes for, 486,649 against, 338,213 abstentions and 1,119,394 broker non-votes. This non-binding outcome supports the company’s current executive pay practices for the reported period.

What frequency did Lake Shore Bancorp shareholders choose for say-on-pay votes?

Shareholders preferred an annual advisory vote on executive compensation, with 4,464,166 votes for one year, compared to 85,825 for two years and 173,803 for three years. The company will include the say-on-pay vote every year until the next required frequency vote.

Which auditing firm did Lake Shore Bancorp shareholders ratify for the 2026 fiscal year?

Shareholders ratified Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 5,895,190 for, 26,814 against and 11,101 abstentions, indicating strong support for continuing with this audit firm.

Does the Lake Shore Bancorp 2026 shareholder vote on pay have binding effect?

No. The shareholder vote on named executive officer compensation is advisory and non-binding. However, the board considers the results when evaluating pay practices, and the company has committed to hold this advisory say-on-pay vote annually based on the chosen one-year frequency.

Filing Exhibits & Attachments

1 document