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) April 20, 2005
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ESB Financial Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-19345 25-1659846
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
600 Lawrence Avenue, Ellwood City, Pennsylvania 16117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (724) 758-5584
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Not Applicable
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(Former name, former address and former fiscal year, 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)
[ ] 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 1.01 Entry into a Material Definitive Agreement.
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At the 2005 Annual Meeting of Stockholders on April 20, 2005, the
stockholders of ESB Financial Corporation (the "Company") approved the ESB
Financial Corporation 2005 Stock Incentive Plan (the "Plan"). The Plan
provides for the issuance of up to 650,000 shares of common stock of the
Company pursuant to 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, stock appreciation rights and share
awards of restricted stock, which may be based upon performance goals
(collectively "Awards"). Awards will be available for grant 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 description of the Plan is qualified by reference to the Plan, a copy
of which is included as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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10.1 ESB Financial Corporation 2005 Stock Incentive Plan (1)
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(1) Incorporated by reference to the definitive proxy statement filed by ESB
Financial Corporation with the Commission on March 18, 2005 for the 2005
Annual Meeting of Stockholders held on April 20, 2005.
2
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
By: /s/ Charlotte A. Zuschlag
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Name: Charlotte A. Zuschlag
Title: President and Chief Executive Officer
Date: April 21, 2005