FS Bancorp, Inc. 8-K

What Happened
FS Bancorp, Inc. (FSBW) filed an 8‑K on May 27, 2026 reporting results from its May 21, 2026 Annual Meeting. Shareholders representing 6,542,872 of the 7,501,542 outstanding shares were present in person or by proxy (quorum present). Terri L. Degner and Michael J. Mansfield were elected to three‑year terms on the Board. Shareholders also approved the company's advisory (non‑binding) say‑on‑pay vote, adopted the FS Bancorp, Inc. 2026 Equity Incentive Plan, and ratified Baker Tilly US, LLP as the independent registered public accounting firm for 2026.

Key Details

• Shares outstanding and entitled to vote: 7,501,542; shares represented at meeting: 6,542,872.
• Director elections:
  • Terri L. Degner — For: 4,744,149 (84.29% of shares present); Withheld: 884,507; Broker non‑votes: 914,216.
  • Michael J. Mansfield — For: 4,403,524 (78.23%); Withheld: 1,225,132; Broker non‑votes: 914,216.
• Say‑on‑Pay (advisory) vote: For 5,144,997; Against 304,385; Abstain 179,274; Broker non‑votes 914,216 — approved.
• 2026 Equity Incentive Plan: For 5,461,736; Against 103,062; Abstain 63,858; Broker non‑votes 914,216 — approved.
• Auditor ratification: Baker Tilly US, LLP — For 6,459,742; Against 60,717; Abstain 22,413 — ratified.

Why It Matters
These votes confirm board continuity and shareholder support for executive compensation and the new equity incentive plan. The equity plan approval authorizes share‑based awards going forward (which can affect dilution and executive pay structure), and ratifying the auditor maintains continuity for financial reporting. The results are material governance items investors monitor for oversight, compensation practices, and potential future share issuance.