FS BANCORP, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of FS Bancorp, Inc. (the "Company") was held on May 26,

2022 ("Annual Meeting").

(b) There were a total of 8,088,487 shares of the Company's common stock

    outstanding and entitled to vote at the Annual Meeting. At the Annual
    Meeting, 7,214,680 shares of common stock were represented in person or by
    proxy, therefore, a quorum was present. The following proposals were
    submitted by the Company's Board of Directors to a vote of shareholders:

Proposal 1. Election of Directors. The following two individuals were elected as directors for three-year terms:

                                                                         BROKER
                                                                          NON-
                                FOR                    WITHHELD           VOTES
                                   Percentage               Percentage
                                       of                       of
                         No. of      shares       No. of      shares      No. of
                         Votes      present       Votes      present      votes

Ted A. Leech           6,152,057     98.30%      106,412      1.70%      956,211

Marina Cofer-Wildsmith 5,873,248     93.84%      385,221      6.16%      956,211

Based on the votes set forth above, Ted A. Leech and Marina Cofer-Wildsmith were duly elected to each serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2025.

The terms of Directors Michael J. Mansfield, Margaret R. Piesik, Joseph C. Adams, Pamela M. Andrews and Joseph P. Zavaglia continued.

Proposal 2. An advisory (non-binding) vote to approve the compensation of the Company's named executive officers. This proposal received the following votes:

   For      Against   Abstain   Broker Non-Vote
5,264,414   774,795   219,260       956,211

Based on the votes set forth above, the compensation of the Company's named executive officers was approved by shareholders.

Proposal 3. The adoption of the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan. This proposal received the following votes:

   For      Against   Abstain   Broker Non-Vote
5,938,174   308,555   11,740        956,211

Based on the votes set forth above, the adoption of the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan was approved by shareholders.

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Proposal 4. Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. This proposal received the following votes:

   For      Against   Abstain   Broker Non-Vote
7,167,176   32,403    15,101          --

Based on the votes set forth above, the appointment of Moss Adams LLP as the Company's independent registered public accounting firm to serve for the year ending December 31, 2022 was duly ratified by the shareholders

(c) None.

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