FSB BANCORP, INC. (NASDAQ:FSBC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders
FSB BANCORP, INC. (NASDAQ:FSBC) Files An 8-K Submission of Matters to a Vote of Security Holders
A special meeting of stockholders of FSB Bancorp, Inc. (the “Company”) was held on April 20, 2020 (the “Special Meeting”). The proposals listed below were submitted to a vote of the stockholders of FSB. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 12, 2020. Of the 1,940,661 shares of the Company’s common stock outstanding and entitled to vote as of the close of business on March 5, 2020, the record date for the Special Meeting, 1,384,629 shares were present at the Special Meeting in person or by proxy. A majority of the total number of votes entitled to be cast for each proposal was present and, therefore, a requisite quorum was present. The final results of the stockholder votes were as set forth below. Each proposal was approved by the stockholders of FSB.
Proposal 1 – Approval of the Agreement and Plan of Reorganization by and among Evans Bancorp, Inc., MMS Merger Sub, Inc. and the Company
The stockholders of FSB approved the Agreement and Plan of Reorganization, dated as of December 19, 2019, as amended March 5, 2020 (the “Merger Agreement”), by and among Evans Bancorp, Inc. (“Evans”), MMS Merger Sub, Inc. and the Company, and the transactions contemplated by the Merger Agreement, to which, among other things, MMS Merger Sub, Inc. will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Evans (the “merger proposal”). The vote on the merger proposal was as follows:
Proposal 2 – Approval of Adjournment of Special Meeting
The stockholders of FSB approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (the “adjournment proposal”), but the adjournment was not necessary in light of the approval of the merger proposal. The vote on the adjournment proposal was as follows:
Item 8.01 Other Events
On March 13, 2020, Stephen Bushansky, a purported stockholder of the Company, filed a complaint in the United States District Court for the Northern District of New York, captioned Bushansky v. FSB Bancorp, Inc., Kevin D. Maroney, Dawn Deperrior, Dana C. Gavenda, Stephen J. Meyer, Lowell C. Patric, Alicia H. Pender, James E. Smith and Thomas J. Weldgen (Case No. 5:20-cv-00294-DNH-ATB), against the Company and each Company director. The plaintiff voluntarily withdrew this lawsuit on April 9, 2020.
