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 25,

2023 ("Annual Meeting").

(b) There were a total of 7,743,283 shares of the Company's common stock

    outstanding and entitled to vote at the Annual Meeting. At the Annual
    Meeting, 6,713,796 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

Michael J. Mansfield 5,306,068 94.50% 308,876 5.50% 1,098,852 Margaret R. Piesik 5,152,810 91.77% 462,134 8.23% 1,098,852

Based on the votes set forth above, Michael J. Mansfield and Margaret R. Piesik were duly elected to each serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2026.

The terms of Directors Joseph C. Adams, Pamela M. Andrews, Joseph P. Zavaglia, Ted A. Leech and Marina Cofer-Wildsmith 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
5,191,345   184,034   239,565      1,098,852

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

Proposal 3. Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. This proposal received the following votes:

   For      Against   Abstain   Broker Non-Vote
6,676,563   32,421     4,812           0

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, 2023 was duly ratified by the shareholders

(c) None.

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