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): March 9, 2023
ESSA Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
| | 001-33384
| | 20-8023072
|
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| | | |
| 200 Palmer Street, Stroudsburg, Pennsylvania | | 18360
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (570) 421-0531
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(s) | Name of each exchange on which registered |
Common
| ESSA
| 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 (see General Instruction A.2. below):
☐
| 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.
On March 9, 2023, the Annual Meeting of Stockholder of ESSA Bancorp, Inc. (the “Company”) was held at 10:00 a.m., Eastern Time (the “Annual Meeting”). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 25, 2023 (the “Proxy Statement”).
The matters considered and voted on by the stockholders at the Annual Meeting and the votes of the stockholders were as follows:
Proposal 1 – Election of Four Directors
The stockholders elected the following directors who were nominated to serve for a term of three years.
| | | | | | | |
| | | | | | | |
| Daniel J. Henning | | 6,846,444 | | 406,904 | | 1,674,082 |
| | | | | | | |
| Elizabeth B. Weekes | | 6,746,410 | | 506,938 | | 1,674,082 |
| | | | | | | |
| Tina Q. Richardson | | 6,290,371 | | 962,977 | | 1,674,082 |
Proposal 2 –Ratification of the Appointment of Independent Registered Public Accountants
The stockholders approved the ratification of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
Proposal 3 – Advisory Vote on Executive Compensation
The stockholders approved, on a non-binding, advisory basis, the resolution regarding the executive compensation described in the Proxy Statement as follows:
| | | | | | |
| | | | | | | |
| 6,643,937 | | 531,871 | | 77,540 | | 1,674,082 |
Proposal 4 – Advisory Vote on Frequency of Future “Say-on-Pay” Advisory Votes
The stockholders voted, on a non-binding, advisory basis, on the frequency that stockholders will vote on the Company’s executive compensation as follows:
| | | | | | | | |
| | | | | | | | | |
| 6,285,404 | | 166,103 | | 548,418 | | 253,423 | | 1,674,082 |
In light of the voting results concerning the frequency with which stockholders will vote on the Company’s executive compensation, the Company’s Board of Directors intends that the Company will hold an annual advisory, non-binding vote on its 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.
| | | ESSA BANCORP, INC. |
| DATE: March 9, 2023 | By:
| /s/ Gary S. Olson |
| | | Gary S. Olson, President and |
| | | Chief Executive Officer |
