Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On May 24, 2023, the stockholders of NSTS Bancorp, Inc. (the "Company") approved the NSTS Bancorp, Inc. 2023 Equity Incentive Plan (the "Equity Plan"). A description of the material terms of the Equity Plan is contained in the Company's definitive proxy statement for the annual meeting of stockholders held on May 24, 2023, which was filed with the Securities and Exchange Commission on April 14, 2023. A copy of the Equity Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

An annual meeting of stockholders (the "Annual Meeting") of NSTS Bancorp, Inc. (the "Company") was held on May 24, 2023. A total of 3,858,559 shares of the Company's common stock were present or represented by proxy at the Annual Meeting. This represented 71.48% of the Company's shares of common stock that were outstanding and entitled to vote at the Annual Meeting. Three proposals were presented to the Company's stockholders at the Annual Meeting, which are described in detail in the Company's 2023 Proxy Statement. The final results of the stockholder vote on each of the proposals presented at the meeting are as follows:

PROPOSAL 1: Election of Directors. The election of three (3) director nominees to each serve for a term of three years expiring at the Company's 2026 Annual Meeting, or until their successors are duly elected and qualified:

NAME OF DIRECTOR NOMINEE FOR WITHHELD BROKER NON-VOTES Apolonio Arenas 2,283,087 221,380 1,354,092 Thomas J. Kneesel 2,273,037 231,430 1,354,092 Rodney J. True

           2,073,567 430,900     1,354,092

PROPOSAL 2: Ratify Appointment of Plante & Moran, PLLC. The ratification of the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023:



   FOR    AGAINST ABSTAIN BROKER NON-VOTES
3,705,665 113,589 39,305         0

PROPOSAL 3: Approve the NSTS Bancorp, Inc. 2023 Equity Incentive Plan. The approval of the NSTS Bancorp, Inc. 2023 Equity Incentive Plan:



   FOR    AGAINST ABSTAIN BROKER NON-VOTES
2,010,487 340,332 153,648    1,354,092

Item 9.01. Financial Statements and Exhibits






(d) Exhibits.

Exhibit No.   Title
                NSTS Bancorp, Inc. 2023 Equity Incentive Plan (incorporated by
10.1          reference to Appendix A to the Proxy Statement for the annual meeting
              of stockholders filed with the Securities and Exchange Commission on
              April 14, 2023 (File No. 001-41232)
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)


2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses