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WAYN > SEC Filings for WAYN > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for WAYNE SAVINGS BANCSHARES INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WAYNE SAVINGS BANCSHARES INC /DE/


24-May-2013

Submission of Matters to a Vote of Security Holders


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.

Broker Nominee For Withheld 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

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