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 9, 2012
BSB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-35309 | 80-0752082 |
(State or Other Jurisdiction Identification No.) | (Commission File No.) | (I.R.S. Employer of Incorporation) |
| 2 Leonard Street, Belmont, Massachusetts | 02478 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (617) 484-6700
Not Applicable
(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 (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07 Submission of Matters to a Vote of Securities Holders
The Company’s Annual Meeting of Stockholders was held on May 9, 2012. The matters considered and voted on by the Company’s stockholders at the Annual Meeting, and the results of the vote on each such matter, were as follows:
Proposal 1: The election of four directors each to serve for a three-year term.
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes |
| | | | |
| Robert M. Mahoney | 4,775,276 | 471,647 | 2,981,157 |
| John A. Borelli | 5,076,473 | 170,450 | 2,981,157 |
| John W. Gahan, III | 5,076,266 | 170,657 | 2,981,157 |
| John A. Whittemore | 4,775,276 | 471,647 | 2,981,157 |
Proposal 2: The ratification of appointment of Shatswell, MacLeod & Company, P.C. as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2012.
| Shares Voted For | Shares Voted Against | Abstentions | |
| | | | |
| 8,054,778 | 144,244 | 29,058 | |
Proposal 3: The advisory, non-binding vote to approve the Company’s executive compensation as described in the proxy statement.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes |
| | | | |
| 4,232,351 | 963,631 | 50,941 | 2,981,157 |
Proposal 4: The advisory, non-binding vote regarding how frequently stockholders will vote on the Company’s executive compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| | | | | |
| 4,667,060 | 150,787 | 304,748 | 54,592 | 2,981,157 |
In light of the results of the stockholder vote on Proposal 4, the Board of Directors of the Company intends to adopt a resolution to hold an advisory stockholder Say-On-Pay vote on an annual basis.
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.
| | | BSB BANCORP, INC. |
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DATE: May 14, 2012 | By: | /s/ Robert M. Mahoney |
| | | Robert M. Mahoney |
| | | President and Chief Executive Officer |
