UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported) | April 20, 2011 |
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| ESB Financial Corporation |
| (Exact name of registrant as specified in its charter) |
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| Pennsylvania | 0-19345 | 25-1659846 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
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| 600 Lawrence Avenue, Ellwood City, Pennsylvania | | 16117 | |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number, including area code | (724) 758-5584 |
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| Not Applicable |
| (Former name or former address, if changed since last report) |
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| 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): |
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| [ ] | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) An Annual Meeting of Stockholders of ESB Financial Corporation (the “Company”) was held on April 20, 2011.
(b) There were 12,364,543 shares of common stock of the Company eligible to be voted at the Annual Meeting and there were 10,223,814 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
1. Election of director for a three-year term:
| | FOR | | WITHHELD | | BROKER NON-VOTES |
| Herbert S. Skuba | 8,210,009 | | 397,374 | | 1,616,431 |
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Election of director for a two-year term:
| | FOR | | WITHHELD | | BROKER NON-VOTES |
| William B. Salsgiver | 8,365,129 | | 242,254 | | 1,616,431 |
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2. To adopt a non-binding resolution to approve the compensation of our named executive officers:
| FOR | | AGAINST | | ABSTAIN | | BROKER NON- VOTES |
| 8,115,277 | | 393,654 | | 98,451 | | 1,616,432 |
3. Advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers:
EVERY THREE YEARS | | EVERY TWO YEARS | | EVERY YEAR | | ABSTAIN | | BROKER NON-VOTES |
| 6,374,450 | | 388,032 | | 1,651,911 | | 158,603 | | 1,650,818 |
4. To ratify the appointment of S.R Snodgrass, A.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011.
| FOR | | AGAINST | | ABSTAIN |
| 10,102,254 | | 61,255 | | 60,325 |
Each of the nominees were elected as directors, the proposal to adopt a non non-binding resolution to approve the compensation of our named executive officers was adopted, three years was adopted on the advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers and the proposal to ratify S.R Snodgrass as the Company’s independent registered public accounting firm for 2011 was adopted by the stockholders of the Company at the Annual Meeting.
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 thereunto duly authorized.
| | ESB FINANCIAL CORPORATION |
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| Date: April 21, 2011 | By: | /s/ Charlotte A. Zuschlag |
| | | Name: | Charlotte A. Zuschlag |
| | | Title: | President and Chief Executive Officer |
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