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
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Date of Report (Date of earliest event reported): July 01, 2025 |
Lake Shore Bancorp, Inc.
(Exact name of Registrant as Specified in Its Charter)
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United States |
000-51821 |
20-4729288 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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31 East Fourth Street |
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Dunkirk, New York |
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14048 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 716 366-4070 |
(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:
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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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LSBK |
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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 July 1, 2025, Lake Shore Bancorp, Inc. (“Lake Shore Federal Bancorp”) held a Special Meeting of Stockholders (the “Special Meeting”). The final vote results on each matter submitted to a vote of stockholders are as follows:
1. To approve an Amended and Restated Plan of Conversion and Reorganization, whereby Lake Shore, MHC and Lake Shore Federal Bancorp will convert and reorganize from the mutual holding company structure to the stock holding company structure:
Including Votes Cast by Lake Shore, MHC:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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Number of votes |
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5,035,927 |
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10,244 |
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4,050 |
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67,988 |
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Excluding Votes Cast by Lake Shore, MHC:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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Number of votes |
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1,399,052 |
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10,244 |
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4,050 |
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67,988 |
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2. To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient proxies at the time of the Special Meeting to approve the Amended and Restated Plan of Conversion and Reorganization:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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Number of votes |
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5,095,625 |
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20,809 |
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1,775 |
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3. Informational proposal to approve a provision in the Articles of Incorporation of Lake Shore Bancorp, Inc. requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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Number of votes |
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4,545,450 |
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493,391 |
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11,380 |
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67,988 |
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4. Informational proposal to approve a provision in the Articles of Incorporation of Lake Shore Bancorp, Inc. requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to the Bylaws of Lake Shore Bancorp, Inc.:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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Number of votes |
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4,514,828 |
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527,313 |
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8,080 |
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67,988 |
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5. Informational proposal to approve a provision in the Articles of Incorporation of Lake Shore Bancorp, Inc. to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting stock of Lake Shore Bancorp, Inc.:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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Number of votes |
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4,535,859 |
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506,039 |
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8,323 |
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67,988 |
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Item 8.01 Other Events.
On July 1, 2025, the members of Lake Shore, MHC, the mutual holding company parent of Lake Shore Federal Bancorp, approved the Amended and Restated Plan of Conversion and Reorganization.
On July 1, 2025, Lake Shore Federal Bancorp issued a press release to announce the receipt of stockholder approval and member approval. A copy of the press release is filed as an exhibit hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated July 1, 2025
104 Cover Page Interactive Data File (embedded within 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.
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Lake Shore Bancorp, Inc. |
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Date: |
July 1, 2025 |
By: |
/s/ Taylor M. Gilden |
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Taylor M. Gilden, Chief Financial Officer and Treasurer |