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) | May 24, 2013 (May 23, 2013) | |
| WAYNE SAVINGS BANCSHARES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 0-23433 | 31-1557791 |
| (State or other jurisdiction | (Commission File No.) | (IRS Employer |
| of incorporation) | Identification No.) | |
| 151 N. Market St., Wooster, Ohio | 44691 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (330) 264-5767 | |
| 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
On May 23, 2013, Wayne Savings Bancshares, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were present in person or by proxy 2,210,216 shares of the Company’s common stock, representing 75% of the total outstanding shares entitled to vote. At the Annual Meeting, the Company’s stockholders (i) elected each of the two persons listed below under Proposal 1 to serve as director of the Company for a term that will continue until the 2016 annual meeting of stockholders, (ii) approved a non-binding advisory resolution to approve the compensation of named executive officers, (iii) approved a non-binding annual frequency for the advisory vote on the compensation of named executive officers and (iv) ratified the appointment of BKD LLP as the Company’s independent registered public accounting firm for the fiscal period ending December 31, 2013. Each of the foregoing proposals was set forth and described in the proxy statement of the Company dated April 22, 2013. The following tables summarize the results of the voting by the Company’s stockholders.
Proposal 1: To elect two (2) directors to serve until the 2016 annual meeting of stockholders.
| Nominee | For | Withheld |
Broker Non-Votes |
| Jonathan Ciccotelli | 1,607,887 | 38,369 | 563,960 |
| Peggy J. Schmitz | 1,608,366 | 37,890 | 563,960 |
Proposal 2: Advisory vote on executive compensation.
| For | Against | Abstain | Broker Non-Votes |
| 1,494,602 | 96,667 | 54,986 | 563,960 |
Proposal 3: Advisory vote on the frequency of the advisory vote on executive compensation.
| Every Year | Every Two Years | Every Three Years | Abstain |
Broker Non-Votes |
| 1,331,784 | 27,485 | 116,622 | 170,364 | 563,960 |
At its organizational meeting after the annual meeting, the board of directors considered the results of the non-binding advisory vote concerning the frequency of the advisory vote on executive compensation. The board of directors decided at the organizational meeting that the proposal for a non-binding advisory vote to approve the compensation of executive officers will be submitted to stockholders every year.
Proposal 4: To ratify the appointment of BKD LLP as the Company’s independent registered public accounting firm for the fiscal period ending December 31, 2013.
| Number of Votes: | |||
| For | Against | Broker Non-Votes | Abstain |
| 2,130,779 | 27,997 | 0 | 51,439 |
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.
| WAYNE SAVINGS BANCSHARES, INC. | ||
| DATE: May 24, 2013 | By: | /s/ H. Stewart Fitz Gibbon III |
| H. Stewart Fitz Gibbon III | ||
| Executive Vice President | ||
| Chief Operating Officer | ||
| Chief Risk Officer | ||
| Secretary and Treasurer | ||