false 0001569994 0001569994 2023-05-16 2023-05-16
 
 
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 16, 2023
 
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 2023 Annual Meeting of Shareholders on May 16, 2023. The shareholders (i) elected three members of the Company's Board of Directors to serve until 2026; (ii) ratified the selection of Forvis, LLP as Waterstone Financial, Inc.'s independent registered public accounting firm and (iii) approved, in an advisory vote, the compensation of the Company's named executive officers. There were 21,929,777 outstanding shares eligible to vote as of March 22, 2023, the record date for the 2023 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 nominees to the Board of Directors of Waterstone Financial, Inc."
 
The following votes were cast in the proposal regarding Director Nominees:
 
Director Nominees
For
Withheld
Michael Hansen 
13,916,792
1,772,480
Stephen Schmidt 11,952,225 3,737,017
Derek Tyus
15,195,029
494,213
 
Proposal 2: "Ratification of the selection of Forvis, LLP as the Company's auditors for the year ending December 31, 2023."
 
The following votes were cast:
 
For
Against
Abstain
18,637,873
205,514
15,037
 
Proposal 3: "An advisory, non-binding resolution to approve the executive compensation."
 
The following votes were cast:
 
For
Against
Abstain
14,792,186
801,248
95,808
 
 
 
 
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 18, 2023
/s/ William F. Bruss
Name:
William F. Bruss
Title:
President and Secretary
 

                                                              
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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