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): ~~December~~ 23January 5, ~~2015~~ 2016

PSB Holdings, Inc.

(Exact name of registrant as specified in its charter)

Federal

0-50970

42-1597948

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

40 Main Street, Putnam, Connecticut		06260
(Address of Principal Executive Offices)		(Zip Code)

(860) 928-6501

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐¨ 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 CRF 240.13e-4(c))

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 CRF 240.13e-4(c))

FORWARD-LOOKING STATEMENTS

This Current Report contains certain forward-looking statements about the conversion from the mutual holding company to the stock holding company form of organization (the “Conversion”) of PSB Holdings, Inc. (the “Company”). and related stock offering of PB Bancorp, Inc. (“PB Bancorp”). Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the Conversion and offering, the ~~changes~~possibility of unforeseen delays in ~~general~~the ~~economic~~delivery ~~conditions~~of ordirect ~~conditions~~registration ~~within~~statements ~~the~~or ~~securities~~checks ~~markets, confirmation~~related ofto ~~final~~the offering ~~proceeds~~and the exchange, and/or ~~legislative~~delays ~~and~~in ~~regulatory~~the ~~changes~~opening ~~that~~of ~~could~~trading ~~adversely~~due ~~affect~~to ~~our~~market ~~business~~disruptions or exchange-related operational issues.

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events

~~(a) A~~The ~~special~~closing ~~meeting~~ of the ~~Company’s~~stock ~~stockholders~~offering ~~was~~of ~~held on December 23, 2015 to consider and vote upon Putnam~~PB Bancorp, ~~MHC’s Plan of Conversion and Reorganization~~ (~~the~~ “~~Plan~~PB Bancorp”) ~~providing~~and ~~for~~ the Conversion, ~~and~~is expected to ~~consider and~~occur ~~vote~~ on ~~related~~January ~~matters~~7, 2016.

A total of 4,532,674 shares of common stock are expected to be sold in the subscription offering at a price of $8.00 per share. The offering was oversubscribed by eligible account holders (bthose depositors having a qualifying deposit as of July 1, 2014) ~~The~~ ~~specific~~who ~~matters~~had ~~considered~~a ~~and~~first ~~voted~~tier onpriority byin the ~~stockholders~~subscription atoffering. Accordingly, shares will be allocated to those first tier subscribers in accordance with the ~~special~~Plan ~~meeting~~of Conversion and Reorganization, as described in the ~~votes~~Prospectus. ofBeginning January 6, 2016, eligible account holders wishing to confirm their allocations may do so online at https://allocations.kbw.com or contact the ~~stockholders~~stock ~~were~~information ascenter ~~follows~~at (877) 821-5778. The stock information center is open weekdays from 10:00 a.m. until 4:00 p.m., Eastern Time.

~~Proposal~~As ~~No.~~part of the conversion, each existing share of Company common stock held by current public shareholders will be converted into the right to receive 1.1907 shares of PB Bancorp common stock. The exchange ratio ensures that, after the conversion and offering, the current public shareholders of the Company will maintain approximately the same ownership interest in PB Bancorp as they owned in the Company immediately prior to the closing of the conversion, as adjusted to reflect actual assets held by Putnam Bancorp, MHC. Cash will be issued in lieu of fractional shares based on the offering price of $8.00 per share. Approximately 7,880,590 shares of PB Bancorp common stock will be outstanding after the completion of the offering and the exchange, before taking into account adjustments for fractional shares.

The ~~approval~~Company’s ofstock ais ~~plan~~expected ofto cease ~~conversion~~trading ~~and~~at ~~reorganization~~the ~~whereby Putnam~~close ~~Bancorp,~~of ~~MHC~~business ~~and~~on ~~PSB~~January ~~Holdings~~7, ~~Inc~~2016. ~~will~~PB ~~convert~~Bancorp’s ~~and~~common ~~reorganize~~stock ~~from~~is ~~the~~expected ~~mutual~~to ~~holding~~trade ~~company~~on ~~structure~~the toNasdaq Capital Market under the ~~stock~~trading ~~holding company~~symbol ~~structure~~“PBBI” beginning on January 8, 2016.

For				Against				Abstain				Broker Non-Votes
	5,626,507				11,233				163,273				—

Direct Registration System (“DRS”) statements for shares purchased in the subscription offering, interest checks and refund checks for any persons not receiving all shares ordered will be mailed to purchasers following the completion of the offering. Company shareholders

~~Proposal~~holding Noshares in street name or in book-entry form will receive shares of PB Bancorp common stock within their accounts. 2Shareholders holding shares in certificated form will be mailed a letter of transmittal containing instructions as to how to exchange their shares. Shareholders will receive a DRS statement and cash in lieu of fractional shares after returning their Company stock certificates and a properly completed letter of transmittal to PB Bancorp’s transfer agent.

~~The~~Item ~~approval~~9.01 ofFinancial ~~the~~Statements ~~adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the plan of conversion~~ and ~~reorganization.~~Exhibits

For				Against				Abstain				Broker Non-Votes
	5,737,001				34,352				29,660				—

None

~~Proposal~~SIGNATURE ~~No. 3~~

~~The~~Pursuant ~~approval~~to ofthe arequirements ~~provision~~of inthe PBSecurities Exchange ~~Bancorp’s~~Act ~~articles~~ of ~~incorporation requiring~~1934, athe ~~super-majority~~registrant ~~vote~~has ofduly ~~stockholders~~caused this report to ~~approve~~be ~~certain~~signed ~~amendments~~on toits PBbehalf ~~Bancorp’s~~by ~~articles~~the ofundersigned, ~~incorporation~~hereunto duly authorized.

For

Against

Abstain

Broker Non-Votes

PSB HOLDINGS, INC.

5,282,994

366,912

151,107

—

DATE: January 5, 2016

By:

/s/ Robert J. Halloran, Jr.

Robert J. Halloran, Jr.

Executive Vice President and Chief Financial Officer

Proposal No. 4

The approval of a provision in PB Bancorp’s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to PB Bancorp’s bylaws.

For				Against				Abstain				Broker Non-Votes
	5,184,358				473,148				143,507				—

Proposal No. 5

The approval of a provision in PB Bancorp’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of PB Bancorp’s outstanding voting stock.

For				Against				Abstain				Broker Non-Votes
	5,237,522				419,683				143,808				—

Item 8.01 Other Events

On December 23, 2015, the depositors of Putnam Bank also approved the Plan.

In addition, PB Bancorp, Inc. (“PB Bancorp”), the proposed successor holding company for Putnam Bank, has completed the subscription offering being conducted in connection with the Conversion. Based on the results of the subscription offering, PB Bancorp will not conduct a community offering or a syndicated community offering. PB Bancorp anticipates that the offering will be completed at the adjusted maximum of the offering range, as adjusted to reflect actual assets held by Putnam Bancorp, MHC. Subject to the receipt of customary regulatory approvals, the closing of the offering and Conversion is expected to occur in early January 2016.

Item 9.01 Financial Statements and Exhibits

None

SIGNATURE

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.

	PSB HOLDINGS, INC.
DATE: December 24, 2015	By:	/s/ Robert J. Halloran, Jr.
		Robert J. Halloran, Jr.Executive Vice President and Chief Financial Officer

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