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 17, 2018

FS BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington
001-35589
45-4585178
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

6920 220th Street SW, Suite 200,
Mountlake Terrace, Washington
 
98043
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (425) 771-5299

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 (§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

(a)
The Annual Meeting of FS Bancorp, Inc. (the "Company") was held on May 17, 2018 ("Annual Meeting").

(b)
There were a total of 3,695,552 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 3,350,729 shares of common stock were represented in person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Company's Board of Directors to a vote of shareholders:
Proposal 1.  Election of Directors.  The following three individuals were elected as directors for three-year terms:
   
FOR
  
WITHHELD
    
BROKER
NON-VOTES
  
   
No. of
Votes
    
Percentage
of
shares
present
  
No. of
Votes
    
Percentage
of
shares
present
    
No. of
votes
  
                               
Joseph C. Adams
    
2,651,170
      
96.8
%
    
86,701
      
3.2
%
    
612,858
  
Joseph P. Zavaglia
    
2,647,332
      
96.7
%
    
90,539
      
3.3
%
    
612,858
  

Based on the votes set forth above, Joseph C. Adams and Joseph P. Zavaglia were duly elected to serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2021.

The terms of Directors Judith A. Cochrane, Ted A. Leech, Marina Cofer-Wildsmith, Michael J. Mansfield, Margaret R. Piesik and Mark H. Tueffers continued.

Proposal 2.  An advisory (non-binding) vote to approve the compensation of the Company's named executive officers.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
2,615,138
  
32,176
  
90,557
  
612,858

Based on the votes set forth above, the compensation of the Company's named executive officers was approved by shareholders.

Proposal 3.  Adoption of the FS Bancorp, Inc. 2018 Equity Incentive Plan.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
2,418,351
  
283,909
  
35,611
  
612,858

Based on the votes set forth above, the adoption of the FS Bancorp, Inc. 2018 Equity Incentive Plan was approved by shareholders.

Proposal 4.  Ratification of the appointment of Moss Adams LLP as the Company's independent auditors for the year ending December 31, 2018.  This proposal received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Vote
3,306,717
  
42,210
  
1,801
  
N/A

Based on the votes set forth above, the appointment of Moss Adams LLP as the Company's independent auditors to serve for the year ending December 31, 2018 was duly ratified by the shareholders
(c) None.
(d) Not applicable.
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.
 
 
FS BANCORP, INC.
 
 
 
 
Date:  May 23, 2018
/s/Matthew D. Mullet                                                     
 
Matthew D. Mullet
 
Chief Financial Officer
(Principal Financial and Accounting Officer)