Waterstone Financial (NASDAQ: WSBF) investors approve directors, auditor and annual say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Waterstone Financial, Inc. reported the results of its 2026 Annual Meeting of Shareholders. Shareholders elected three directors—Stephen Schmidt, Derek Tyus, and Molly Mulroy—to terms ending in 2029, each receiving over 11.2 million votes in favor.

Investors also ratified FORVIS MAZARS, LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 14,753,029 votes in favor. In advisory votes, shareholders approved executive compensation and expressed a clear preference to hold say‑on‑pay votes every one year, with 10,611,408 votes supporting the annual frequency. There were 18,161,733 shares outstanding and eligible to vote as of March 25, 2026, the meeting record date.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares eligible to vote: 18,161,733 shares Votes for Derek Tyus: 11,644,708 votes Votes for Molly Mulroy: 11,636,482 votes +3 more

6 metrics

Shares eligible to vote 18,161,733 shares Outstanding and eligible as of March 25, 2026 record date

Votes for Derek Tyus 11,644,708 votes Director election at 2026 Annual Meeting

Votes for Molly Mulroy 11,636,482 votes Director election at 2026 Annual Meeting

Auditor ratification support 14,753,029 votes for Ratification of FORVIS MAZARS, LLP for year ending December 31, 2026

Say-on-pay approval 11,280,893 votes for Advisory executive compensation resolution

Annual frequency votes 10,611,408 votes for 1 year Advisory vote on frequency of say-on-pay

Key Terms

independent registered public accounting firm, advisory, non-binding resolution, frequency of voting for our executive compensation, Annual Meeting of Shareholders

4 terms

independent registered public accounting firm regulatory

"ratified the selection of Forvis Mazars, LLP as Waterstone Financial, Inc.'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, non-binding resolution regulatory

"An advisory, non-binding resolution to approve the executive compensation."

frequency of voting for our executive compensation regulatory

"an advisory, non-binding resolution with respect to the frequency of voting for our executive compensation."

Annual Meeting of Shareholders regulatory

"The Company held its 2026 Annual Meeting of Shareholders on May 19, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/19/2026 - 04:25 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 19, 2026

Waterstone Financial, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36271	90-1026709
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11200 W Plank Ct, Wauwatosa, Wisconsin 53226

(Address of principal executive offices)

414-761-1000

Registrant’s telephone number, including area code:

Not Applicable

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value		WSBF		The NASDAQ Stock Market, LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities and Exchange Act of 1934.

☐	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 Company held its 2026 Annual Meeting of Shareholders on May 19, 2026. The shareholders (i) elected three members of the Company's Board of Directors to serve until 2029; (ii) ratified the selection of Forvis Mazars, LLP as Waterstone Financial, Inc.'s independent registered public accounting firm; (iii) approved, in an advisory vote, the compensation of the Company's named executive officers and (iv) approved, in an advisory vote, the frequency of voting for our executive compensation. There were 18,161,733 outstanding shares eligible to vote as of March 25, 2026, the record date for the 2026 Annual Meeting. The results of the matters submitted to a vote at the Annual Meeting of Shareholders were as follows:

Proposal 1: "Election of the below named nominee to the Board of Directors of Waterstone Financial, Inc."

The following votes were cast in the proposal regarding Director Nominee:

Director Nominee	For	Withheld
Stephen Schmidt	11,296,357	668,600
Derek Tyus	11,644,708	320,249
Molly Mulroy	11,636,482	328,475

Proposal 2: "Ratification of the selection of FORVIS MAZARS, LLP as the Company's auditors for the year ending December 31, 2026."

For	Against	Abstain
14,753,029	84,156	113,581

Proposal 3: "An advisory, non-binding resolution to approve the executive compensation."

For	Against	Abstain
11,280,893	549,962	134,102

Proposal 4: "An advisory, non-binding resolution with respect to the frequency of voting for our executive compensation. "

1 Year	2 Years	3 Years	Abstain
10,611,408	50,356	1,249,023	54,170

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.

		Waterstone Financial, Inc.

Date: May 19, 2026		/s/ William F. Bruss
		Name: William F. Bruss
		Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Waterstone Financial (WSBF) shareholders approve at the 2026 annual meeting?

Shareholders elected three directors, ratified FORVIS MAZARS, LLP as auditor, and approved executive compensation. They also supported holding say‑on‑pay votes annually, confirming the company’s governance and pay practices through strong majority support across all proposals.

How many Waterstone Financial (WSBF) shares were eligible to vote at the 2026 meeting?

A total of 18,161,733 shares were outstanding and eligible to vote as of March 25, 2026. This record date share count defines the voting base used to determine majorities for director elections and all other shareholder proposals presented.

How did Waterstone Financial (WSBF) shareholders vote on director elections in 2026?

Three directors received strong support. Votes for Stephen Schmidt were 11,296,357; for Derek Tyus, 11,644,708; and for Molly Mulroy, 11,636,482. With relatively low withheld votes, each nominee secured a new term ending in 2029.

What were the auditor ratification results for Waterstone Financial (WSBF) in 2026?

Shareholders ratified FORVIS MAZARS, LLP as auditor with 14,753,029 votes for, 84,156 against, and 113,581 abstentions. This strong majority confirms shareholder backing of the company’s choice of independent registered public accounting firm for the 2026 fiscal year.

Did Waterstone Financial (WSBF) shareholders approve executive compensation in 2026?

Yes, executive compensation received advisory approval with 11,280,893 votes for, 549,962 against, and 134,102 abstaining. While non‑binding, this say‑on‑pay result signals broad shareholder support for the company’s named executive officer pay programs.

How often will Waterstone Financial (WSBF) hold say-on-pay votes after the 2026 meeting?

Shareholders favored an annual say‑on‑pay vote, with 10,611,408 votes for one year, 50,356 for two years, 1,249,023 for three years, and 54,170 abstaining. This outcome guides the board to seek shareholder input on executive compensation every year.

Filing Exhibits & Attachments

4 documents