UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 22, 2025
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Washington
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001-35589
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45-4585178
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6920 220th Street SW
Mountlake Terrace, Washington
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98043
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (425) 771-5299
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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.
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.01 per share
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FSBW
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The NASDAQ Stock Market LLC
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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. [ ]
EXPLANATORY NOTE
This current report on Form 8-K/A, Amendment No. 1 (the “Amendment”)
amends the Current Report on Form 8-K filed by FS Bancorp, Inc. (the “Company”) on May 29, 2025 (the “Original Form 8-K”). The Original Form 8-K
reported the final voting results of the Company’s 2024 annual meeting of stockholders held on May 22, 2025 (the “Annual Meeting”). The sole purpose
of this Amendment is to disclose the decision of the Company’s board of directors (the “Board”) regarding how frequently it will conduct future
stockholder advisory votes to approve the compensation of the Company’s named executive officers. No other changes have been made to the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
As previously reported in the Original Form 8-K, in a
non-binding, advisory vote on the frequency of vote on executive compensation held at the Annual Meeting, the majority of the Company’s shareholders voted in favor of an annual vote on executive compensation. The Board has considered the outcome of
this advisory vote and it was determined, as was recommended by the Board with respect to this proposal in the Company’s proxy statement for the Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence
of the next advisory vote on the frequency of the vote on executive compensation.
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.
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Date: June 10, 2025
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/s/Matthew D. Mullet
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Matthew D. Mullet
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President
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