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 18, 2012 |
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) – (d) Not applicable.
(e) On April 18, 2012, the stockholders of ESB Financial Corporation (the “Company”) approved the Company’s 2012 Stock Incentive Plan. The 2012 Stock Incentive Plan provides for the grant of incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code, non-incentive or compensatory stock options and share awards of restricted stock, which may be based upon performance goals. A total of 875,000 shares of common stock of the Company are available for grant under the plan to officers, key employees and directors of the Company and any subsidiaries, except that non-employee directors will be eligible to receive only awards of non-incentive stock options under the plan. The number of shares available to be issued as share awards under the plan will not exceed 175,000 shares.
For additional information, reference is made to the 2012 Stock Incentive Plan, which is included as Exhibit 10.1 and incorporated by reference herein
(f) Not applicable.
| 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 18, 2012.
(b) There were 14,633,704 shares of common stock of the Company eligible to be voted at the Annual Meeting and there were 12,513,436 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 directors for a three-year term:
| | FOR | WITHHELD | BROKER NON-VOTES |
| Charlotte A. Zuschlag | 10,691,740 | 195,364 | 1,626,332 |
| James P. Wetzel, Jr. | 10,493,722 | 393,382 | 1,626,332 |
2. To approve the Company’s 2012 Stock Incentive Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES |
| 10,440,926 | 369,162 | 77,016 | 1,626,332 |
3. 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, 2012.
| FOR | AGAINST | ABSTAIN |
| 12,441,252 | 42,355 | 29,829 |
Each of the nominees were elected as directors and the proposals to approve the 2012 Stock Incentive Plan and to ratify S.R Snodgrass as the Company’s independent registered public accounting firm for 2012 were adopted by the stockholders of the Company at the Annual Meeting.
(c) Not applicable.
| Item 9.01 | Financial Statements and Exhibits |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The following exhibits are included herewith.
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| | 10.1 | | ESB Financial Corporation 2012 Stock Incentive Plan (1) |
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| (1) | Incorporated by reference to Appendix A to the definitive proxy statement, dated March 16, 2012, filed by ESB Financial Corporation with the SEC on March 16, 2012 (SEC File No. 0-19345). |
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 19, 2012 | By: | /s/ Charlotte A. Zuschlag |
| | | Name: | Charlotte A. Zuschlag |
| | | Title: | President and Chief Executive Officer |
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