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): August 29, 2017

FSB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)


Maryland
 
001-37831
 
81-2509654
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

45 South Main Street, Fairport, New York
 
14450
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (585) 223-9080

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)
   
[  ]
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))
   
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2017, the stockholders of FSB Bancorp, Inc. (the "Company") approved the Company's 2017 Equity Incentive Plan (the "Plan"), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Fairport Savings Bank. A description of the material terms of the Plan is contained in the Company's definitive proxy statement for the Special Meeting of Stockholders filed with the Securities and Exchange Commission on July 19, 2017. A copy of the Plan is being filed as Exhibit 10.1.

Item 5.07             Submission of Matters to a Vote of Security Holders.

On August 29, 2017, the Company held its Special Meeting of Stockholders.  At the Special Meeting, stockholders considered the approval of the Company's 2017 Equity Incentive Plan. The Plan was approved by a majority of the Company's outstanding shares.  A breakdown of the votes cast is set forth below.

For
Against
Abstain
Broker non-votes
       
1,061,530
165,548
3,403
548,039


Item 9.01            Financial Statements and Exhibits

(a)
No financial statements of businesses acquired are required.
(b)
No pro forma financial information is required.
(c)
Not Applicable.
(d)
Exhibits.
 
10.1
FSB Bancorp, Inc. 2017 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Stockholders filed with the Securities and Exchange Commission on July 19, 2017 (file no. 001-37831))
 

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.


   
FSB BANCORP, INC.
 
 
DATE: August 30, 2017
By:
/s/ Kevin D. Maroney
   
Kevin D. Maroney
   
Chief Operating Officer and Chief Financial Officer